Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall Without the prior written consent of Lessor, Lessee may not have the right to assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its rightsduties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties or and obligations under this Lease without Agreement with respect to such Sites from and after the prior consent date of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedthe assignment. Notwithstanding the foregoing, provided that there is not then an Event Lessee may enter into Mortgages in favor of Default on any Lessee Lender, in which case the part of Tenant or an event Lessee Lender with respect thereto will have the right to which exercise remedies under any such Mortgage in a notice manner consistent with the provisions of default has been given that remains uncuredthis Agreement and any other agreement between Lessee, then Tenant mayLessor and Sprint Collocator made in connection with this transaction. (b) Except as expressly permitted under this Section 26(b), Sprint Collocator may not assign sell, convey, transfer, sublease or otherwise dispose of this Agreement or any of its rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site without the consent of Lessee. Sprint Collocator, only in the aggregate, may sell, convey, transfer, assign, sublease, or otherwise dispose of their interests in the Sprint Collocation Space as a whole, not in part, without Landlord’s the consent but upon prior written notice of Lessee, to Landlorda successor Person by way of merger, in its sole discretion assign all of its rights, dutiesconsolidation, or obligations under this Lease (i) to an entity which controls, is controlled by other reorganization or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or Person acquiring substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.Sprint Collocator and

Assignment and Subletting. Notwithstanding any provision of this Permit to the contrary, Permittee shall have no right (ai) Tenant to sublease all or any portion of the Assigned Space during the Term, or (ii) to assign all or any portion of the Assigned Space to any third party until after Permittee has completed construction of all of the improvements that Permittee is required to construct pursuant to Section 1(2)(a) above. Subject to the limitations in the first paragraph of this Section 18, Permittee shall not have at any time, in any manner, either directly or indirectly, voluntarily or involuntarily, assign, hypothecate, encumber or transfer this Permit or any interest in this Permit or right granted by this Permit, or license the right use of same, or permit or suffer any other person or entity to assign any of its rightsoccupy, duties use or obligations under this Lease manage (except management by Permittee’s employees) the same, in whole or in part, without the prior written consent of Landlordthe Port evidenced by resolution of its Board. The Port shall consider a request for its consent if the use of the Concession Unit in the Assigned Space under such assignment is a Permitted Use of such Concession Unit under Paragraph B of this Permit. Except as hereinafter in this Section 18 expressly provided, no modification of any assignment or other transfer after the Port’s initial consent shall be effective without the prior written approval of the Port, by resolution of its Board if required under the circumstances. In case of a transfer by reason of death the transferee shall notify the Port in writing of the transfer within 60 days after the death. Neither this Permit nor any interest therein or right granted thereby shall be assignable or transferable in proceedings in attachment, garnishment or execution against Permittee, or in voluntary or involuntary proceedings in bankruptcy or insolvency or receivership taken by or against Permittee or by any process of law, and possession of the whole or any part of the Assigned Space shall not be divested from Permittee in such proceedings or by any process of law, without the prior written consent of the Port evidenced by resolution of its Board, which consent shall not unreasonably be unreasonably withheldwithheld or delayed if the use of the Concession Unit included in the Assigned Space under such assignment is a Permitted Use of that Concession Unit under Paragraph B of this Permit. Any breach of the provisions of this Section 18 shall constitute a default and shall cause this Permit to terminate immediately at the option of the Port after not less than 10 days’ written notice to Permittee. The Port’s consent to or waiver of its option to terminate this Permit in the event of a default on account of any assignment, conditioned transfer, occupation or delayeduse requiring prior written Port consent shall not be construed or deemed to be a waiver of the restrictions hereinabove contained or to be a consent to or waiver of objections to any subsequent assignment, transfer or occupation or use by another person. Notwithstanding Permittee and the foregoingPort acknowledge and agree that the rights retained by and granted to the Port pursuant to this Section 18 constitute a material part of the consideration for entering into this Permit and constitute a material and substantial inducement to the Port to enter into this Permit at the rental, for the terms, and upon the other covenants and conditions contained in this Permit, and that the acceptability of Permittee, and of any assignee or other transferee of any right or interest in this Permit, involves the exercise of broad discretion by the Port in promoting commerce, navigation and shipping in the Port area of the City. Therefore, Permittee agrees that the Port may condition its consent, if required hereunder, to a proposed assignment, subject to such provisions as are reasonable to protect the rights and interest of the Port hereunder and to assure promotion of aviation, commerce, navigation and shipping. Permittee agrees that its personal business skills and philosophy, its experience in constructing improvements like those it is required to construct under this Permit, and its experience in complying with the security mandates described in Section 39 below, were an important inducement to the Port for entering into this Permit and that the Port may reasonably object to the transfer of the Assigned Space to another whose proposed use, while a Permitted Use, would involve a different quality, manner or type of business skills and experience than that of Permittee, or which would result in the imposition upon the Port of any new or additional requirements under the provisions of any applicable Laws. Permittee agrees that as a condition to the Port’s consideration of any request by Permittee for approval of any assignment or other transfer of this Permit, that Permittee shall deliver to the Port a nonrefundable processing fee of not less than $2,500.00. The Port within 10 days of receipt of said fee may give to Permittee notice that said fee shall be increased by a sum, not to exceed an additional $2,500.00, that the Port in its sole and absolute discretion determines is necessary to cover the anticipated Port administrative costs and expenses, including labor, in processing and investigating Permittee’s request. In addition, if the Port determines in its sole and absolute discretion that it requires either an environmental assessment of the Assigned Space (consisting of but not limited to visual inspection, historical or document review and/or subsurface investigation) and/or environmental documentation or reports in connection with such proposed assignment or other transfer of this Permit, Permittee shall reimburse the Port for all reasonable costs incurred by the Port in connection therewith (including but not limited to internal Port costs incurred in connection with such environmental assessment). Permittee agrees that unless and until said fee, and any requested additional fee, is delivered to the Port, Permittee shall be deemed to have made no request to the Port to the assignment or other transfer of this Permit. The minimum and maximum fees shall be adjusted upon the commencement of each successive year of this Permit, in the same percentage as the change in the last Index published prior to the date of each succeeding one year period from the last such Index published prior to the Commencement Date; provided that in no event shall the adjusted fees be less than the theretofore existing fees. In addition, Permittee’s request for consent to any proposed assignment or other transfer shall not be deemed to have been submitted to the Port unless and until Permittee, except as and to the extent excused by the Port in its sole and absolute discretion, shall have submitted to the Port, in writing, the following information and documents: (i) The name of the proposed assignee or other transferee (“assignee”); (ii) The nature of proposed assignee’s business to be carried on in the Assigned Space. (iii) A copy of the proposed assignment or transfer, and a description of the full consideration for such assignment or transfer; (iv) A balance sheet of the proposed assignee as of a date within at least 90 days of the request for the Port’s consent; (v) Audited financial statements of the proposed assignee (or the principals thereof, in the case of a newly formed entity) for the 2 year period preceding the request for the Port’s consent, certified by an independent certified public accountant, and unaudited financial statements for any stub period preceding the request for the Port’s consent, or if they are not available, unaudited financial statements for such periods certified by the chief financial officer of the proposed assignee (or the principals thereof, in the case of a newly formed entity); (vi) A statement in reasonable detail as to the business experience of the proposed assignee (or the principals thereof, in the case of a newly formed entity) during the 5 year period preceding the request for the Port’s consent; (vii) A copy of the proposed assignee’s business and marketing plan; (viii) Permittee’s certificate certifying to the best of its knowledge (a) that this Permit is unmodified and in full force and effect (or, if there have been modifications, that this Permit is not in full force and effect, as modified, and stating the modifications), (b) the commencement and expiration dates of the Permit Term and the dates, if any, to which the Rent has been paid, (c) whether there are then an Event existing any charges, offsets or defenses against the enforcement by the Port or Permittee of Default any agreement, covenant or condition hereof on the part of Tenant the Port or an event with respect Permittee to which a be performed or observed (and, if so, specifying the same), and (d) whether there are then existing any defaults by the Port or Permittee in the performance or observance by the Port or Permittee of any agreement, covenant or condition hereof on the part of the Port or Permittee to be performed or observed and whether any notice of default has been given to the Port or Permittee of any default which has not been cured (and, if so, specifying the same); and (ix) Such other information and documents relating to the proposed assignee’s business, experience and finances as the Port may reasonably request. It is understood and agreed that remains uncured, then Tenant may, without Landlordthe Port’s consent but to a requested assignment or other transfer, shall be conditioned upon prior written notice the Port’s receipt of each of the following: A. In the case of a proposed assignment, a full and complete executed copy of all documents to Landlordeffectuate the assignment, together with a document in recordable form whereby the proposed assignee shall expressly assume all the covenants and conditions of this Permit and shall be in a form acceptable to Port. B. In the case of any other proposed transfer, a full and complete executed copy of all documents to effectuate the transfer, which documents shall incorporate directly or by reference all of the provisions of this Permit (except for the provisions of Section 6 of this Attachment “A” which may or may not be incorporated as Permittee may elect). Unless otherwise provided by resolution duly adopted by the Board in its sole discretion assign all and absolute discretion, no assignment or any activity under this Permit or on the Assigned Space by any person other than Permittee, even with the Port’s consent, shall relieve Permittee of its rightsrental or other obligations of any nature whatsoever (including but not limited to indemnification and environmental obligations) hereunder, dutiesand Permittee shall continue to be liable as a principal and not as a guarantor or surety, or obligations to the same extent as though no assignment, and no such activity under this Lease Permit or on the Assigned Space by any person other than Permittee, had been made or occurred, and as though all conduct of the assignee or such other person was Permittee’s conduct. Specifically, in case of any assignment, the following shall apply, unless otherwise provided in such resolution of the Board: (i) Permittee shall be and remain liable as a principal, without the necessity of any suit or proceedings on Port’s part of any kind or nature whatsoever against Permittee and without the necessity of any notice of nonpayment, nonperformance, non-observance or default to an entity which controlsthe Permittee might otherwise be entitled, all of which the Permittee hereby expressly waives. Permittee hereby expressly agrees that the validity of Permittee’s said liabilities as a principal hereunder shall not be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Port against any assignee of any of the rights or remedies reserved to the Port pursuant to the provisions of the Permit or by the relief of any assignee from any of the assignee’s obligations under the Permit or otherwise by (a) the release or discharge of any assignee in any creditors’ proceedings, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of any assignee or the estate of any assignee in bankruptcy, or of any remedy for the enforcement of any assignee’s liability under the Permit, resulting from the operation of any present or future provision of the 2005 Bankruptcy Reform Act or other statute or from the decision in any court; or (c) the rejection or disaffirmance of the Permit in any such proceedings. The liability of Permittee as a principal shall in no way be affected, modified or diminished by reason of any assignment, amendment, renewal, supplement, modification or extension of the Permit or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Permit, or by reason of any extension of time that may be granted by Port to any assignee or a changed or different Permitted Use under this Permit consented to in writing by the Port, or by reason of any dealings or transactions or matters or things occurring between Port and any assignee whether or not notice thereof is controlled by or under common control with Tenant (the “Affiliate Parties”), given to Permittee; and (ii) to a Financing Party as collateral security, (iii) The Port’s consent to any person further assignment or entity purchasing assignments, and successive assignments by any assignee and the assignee’s assigns of the Permit, made either with or otherwise succeeding by reason without notice to the Permittee, shall in no manner whatsoever release the Permittee from any liability as principal. For purposes of this Section 18, an assignment shall include, if the Permittee is a corporation, a limited liability company or other state-chartered entity, any dissolution, merger, consolidation or other reorganization of Permittee, or the direct or indirect sale, issuance or other transfer of a reorganizationcontrolling percentage of the capital stock or other units representing ownership interests of Permittee, merger or consolidation to all or substantially all (except if Permittee is a corporation whose stock is publicly traded) the sale of more than 35% of the value of the assets of TenantPermittee whether in one conveyance or cumulatively in the aggregate in more than one conveyance. The phrase “controlling percentage” means the ownership of and the right to vote, provided it includes stock or other units representing ownership interests possessing at least 35% of the Improvementstotal combined voting power of all classes of Permittee’s capital stock issued, includingoutstanding, without limitation, and entitled to vote for the Solar Facilityelection of directors, or (iv) to a purchaser at least 35% of the Improvementstotal combined voting power of all classes of other units representing ownership interests entitled to vote for the election of managers or entitled to vote on management matters of an entity managed by its members. If Permittee is a joint venture or a limited or general partnership, includingan assignment for purposes of this Section 18 shall include a withdrawal, without limitationor change, voluntary, involuntary, or by operation of law, of any general partner, or of any limited partner owning more than 35% of the Solar Facilitylimited partnership interests in that limited partnership, or a dissolution of Permittee or any general partner of Permittee, or a change in control of any general partner of Permittee or a change in control of any limited partner of Permittee owning more than 35% of the limited partnership interests in Permittee. Prior to If Permittee is a limited liability company, an assignment for purposes of this Section 18 shall include a change in the manager (or a change in control of the manager), if such entity is manager managed, or a transfer of an interest in the limited liability company that results in a change in control of such entity, if such entity is member managed. If a “controlling percentage” of Permittee is owned by another entity, or if another entity otherwise controls Permittee (such entity is hereafter the “Parent”), then an assignment for purposes of this Section 18 shall include any assignment: (i) Tenant and transaction involving the entity to whom the Parent that would have been an assignment for purposes of this Section 18 if that transaction had involved Permittee. No sublicense or assignment shall be made, shall contemporaneously with relieve the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one sublicensor or assignor from any of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant Permittee under this Lease unless and until a foreclosure on Permit, whether they accrue before or after the collateral date of such sublicense or assignment. Landlord agrees that upon Permittee shall indemnify and defend Port for, from and against any and all Losses which arise as a result of Permittee’s failure to disclose any relevant information about the written request of Tenant, and at no expense Assigned Space to Landlord, Landlord shall sign a separate written consent for any assignee of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordPermittee. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not not, by operation of law or otherwise, assign, mortgage or encumber this Lease, nor sublet all or any part of the Demised Premises or permit the Demised Premises or any part thereof to be used by others, without Owner’s prior written consent in each instance. The consent by Owner to any assignment or subletting in no way shall be construed to relieve Tenant from obtaining Owner’s express written consent to any other or further assignment or subletting. (b) If Tenant requests Owner’s consent to the assignment of this Lease or the subletting of all of the Demised Premises, it shall submit in writing to Owner, at the time it requests such consent the following material relating to the proposed assignee or subtenant: (i) the name and address; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business to be conducted in the Demised Premises; (iv) an executed copy of the assignment or sublease; (v) a deposit of $1,500 (or $2,500 if Tenant’s request is accompanied by plans) to be applied by Owner to fees and expenses incurred by Owner pursuant to subparagraph (e)(iv) below, the unapplied balance of such deposit to be refunded by Owner to Tenant; (vi) a financial statement for the preceding two (2) years if it has been a business for that period; (vii) banking, financial and other credit information reasonably sufficient to enable Owner to determine the proposed assignee’s or subtenant’s financial responsibility; and (viii) such other business or financial information reasonably requested by Owner within 10 business days after Owner has received items (i) through (vii) above. (c) If Tenant requests Owner’s consent to either (a) an assignment of lease other than in connection with a merger or transfer of the equity or assets or Tenant or (b) a sublease of the entire demised premises for substantially the balance of the term of this lease, then Owner shall have the right following option, exercisable by written notice to assign any Tenant within twenty (20) business days after Tenant’s aforesaid request for Owner’s consent and the furnishing of its rightsall requested information: Owner may elect to terminate Tenant’s Lease on the effective date of the proposed assignment or sublease (or, duties or if the effective date is not an identified calendar date, then 30 days after Owner gives notice to Tenant that it is exercising this recapture right) and Owner shall execute and deliver an instrument releasing and discharging the Tenant from all obligations under this Lease without accruing after the prior effective date of such proposed assignment or sublease, and Tenant shall vacate and surrender possession of the entire Demised Premises in accordance with the Lease on or before said effective date. (d) If the Owner shall not exercise the foregoing option in subparagraph (c) hereinabove within the time set forth above, its consent to the proposed assignment or subletting of Landlord, which consent all of the Demised Premises shall not be unreasonably withheld, conditioned provided, however, that it may withhold consent therein if in the reasonable exercise of its judgment it determines that: 1. The financial condition and/or general reputation of the proposed assignee or delayedsubtenant are not consistent with the extent of the obligations undertaken by the proposed assignment or sublease. 2. Notwithstanding The proposed use of the foregoing, provided that there Demised Premises is not then an Event appropriate for the Building or in keeping with the character of Default the existing tenancies or permitted by the Tenant’s Lease. 3. The nature of the occupancy of the proposed assignee or subtenant is not in accordance with the use provision of the Lease or will cause excessive density of employees or traffic or make excessive demands on the part of Tenant Building’s services or facilities or be an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, assignment or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) sublease to a Financing Party as collateral security, (iii) to any person school or entity purchasing employment or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordplacement agency. (b) 4. The Tenant shall not have proposes to assign or sublet to one who at the time is a right to sublet all or any portions Tenant in possession of premises in the Leased PremisesBuilding of which the Demised Premises are a part.

Assignment and Subletting. (a) Since Lessor wishes the party in possession of the Premises to be bound to Lessor by direct privity of contract, Tenant shall may not have sublease or license the right to assign whole or any part of its rightsthe Premises without the prior written consent of Lessor, duties which consent may not be unreasonably withheld or obligations under delayed. In addition, Tenant may not, voluntarily or by operation of law, assign, mortgage, pledge or otherwise transfer this Lease without the prior written consent of LandlordLessor. If Tenant is not a natural person, then any transfer of this Lease by merger, consolidation or liquidation shall constitute an assignment of this Lease, and, as such, shall require the prior written consent of Lessor. In addition, if Tenant is not a natural person, any change in the identity of the persons (i) having the power to participate in the management of Tenant, or in the election or appointment of directors, managers, trustees or other persons exercising like functions in the management of Tenant, or (ii) who beneficially own the ownership interests in the Tenant which represent a majority of the aggregate voting power of all ownership interests of the Tenant, shall constitute assignment of this Lease, and, as such, shall require the prior written consent of Lessor. The prior written consent of Lessor to any such proposed assignment shall not be unreasonably withheldwithheld unreasonably, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease if: (i) The proposed assignee has a net worth at least equal to an entity which controlsTenant and Tenant’s Guarantor(s) (if any) as of the date of signing this Lease, or the date of the proposed assignment, whichever is controlled by or under common control with Tenant (the “Affiliate Parties”), greater; (ii) the proposed assignee is creditworthy considering the obligations to a Financing Party as collateral security, be assumed under this Lease; (iii) the proposed assignee has experience and expertise in operating a business similar to that being conducted in the Premises; (iv) the use of the Premises will comply with Section 7, and, in addition, the proposed assignee’s use will not conflict with Lessor’s current or tenant mix of the Building or with exclusive uses granted or to be granted to any person other tenant(s) of the Building; (v) Tenant and Tenant’s Guarantor(s) (if any) acknowledge in writing that they will remain liable for the performance of all obligations pursuant to the Lease; and (vi) no default by Tenant shall be in existence at the time of the request for consent or entity purchasing or otherwise succeeding by reason at the time of the actual assignment. If Tenant desires to assign this Lease, it shall so notify Lessor in writing at least thirty (30) days prior to the proposed effective date of the assignment. Tenant shall provide Lessor with: a reorganizationcopy of the proposed assignment, merger or consolidation to financial information, bank references and financial statements of the proposed assignee; a copy of the agreements referenced in (v) above; and, such further information as Lessor might request concerning the proposed assignee. Within ten (10) days after Lessor’s receipt of all or substantially required information concerning the proposed assignee, and the satisfaction of all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement conditions specified in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (ivvi) above. For , Lessor shall have the avoidance following options: a. To consent to the proposed assignment with or without the imposition of doubtone or more conditions; or b. To refuse to consent if reasonable grounds exist therefor, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume provided that if the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed conditions specified in subsections (i) through (ivvi) above are not satisfied, Lessor’s consent to the proposed assignment may be withheld or granted in its sole and absolute discretion. If Lessor consents to the proposed assignment and, if the Base Rent due and payable by any assignee under any such permitted assignment (or combination of the Base Rent payable under such assignment plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent then payable under this Section 15(a)Lease for the Premises, Tenant shall pay to Lessor, after Tenant has recouped all of its reasonable out-of-pocket expenses, including reasonable attorneys’ fees, broker’s commissions and the cost of any alterations to the Premises paid for by the Tenant to enable such sublease or assignment, incurred in connection with such permitted assignment or sublease, all of such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant. Lessor shall have the right to sell, assign or otherwise transfer, in form whole or in part, its rights and content satisfactory obligations under this Lease and in the Project. In the event Lessor shall sell, assign or otherwise transfer the Premises or the Project, upon assumption by Lessor’s transferee of Lessor’s obligations under this Lease, Lessor shall have no liability following the date of such assignment to Landlordperform its covenants under this Lease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have no power to, either voluntarily, involuntarily, by operation of law or otherwise, sell, assign, transfer or hypothecate this Lease, or sublet the right Premises or any part thereof, or permit the Premises or any part thereof to assign any of its rights, duties be used or obligations under this Lease occupied by anyone other than Tenant or Tenant's employees without the prior written consent of Landlord, which consent shall not be unreasonably withheld. If Tenant is a corporation, conditioned unincorporated association, partnership or delayedlimited liability company, the sale, assignment, transfer or hypothecation of any class of stock or other ownership interest in such corporation, association, partnership or limited liability company in excess of twenty-five percent (25%) in the aggregate shall be deemed a "Transfer" within the meaning and provisions of this Article 15. Notwithstanding Tenant may transfer its interest pursuant to this Lease only upon the following express conditions, which conditions are agreed by Landlord and Tenant to be reasonable: (a) That the proposed Transferee (as hereafter defined) shall be subject to the prior written consent of Landlord, which consent will not be unreasonably withheld but, without limiting the generality of the foregoing, provided it shall be reasonable for Landlord to deny such consent if: (i) The use to be made of the Premises by the proposed Transferee is (A) not generally consistent with the character and nature of all other tenancies in the Project, or (B) a use which conflicts with any so-called "exclusive" then in favor of another tenant of the Project or any other buildings which are in the same complex as the Project, or (C) a use that there is not then an Event compatible with the existing certification or a planned future certification of Default on the part of Tenant Project under the LEED rating system (or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, dutiesother applicable certification standard), or obligations under (D) a use which would be prohibited by any other portion of this Lease (iincluding but not limited to any Rules and Regulations then in effect); (ii) The financial responsibility of the proposed Transferee is not reasonably satisfactory to an Landlord or in any event not at least equal to the financial responsibility possessed by Tenant as of the date of execution of this Lease; (iii) The proposed Transferee is either a governmental agency or instrumentality thereof; (iv) Either the proposed Transferee or any person or entity which directly or indirectly controls, is controlled by or is under common control with the proposed Transferee (A) occupies space in the Project at the time of the request for consent, or (B) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date of the proposed Transfer, to lease space in the Project; or (v) The rent charged by Tenant to such Transferee during the term of such Transfer, calculated using a present value analysis, is less than the rent being quoted by Landlord at the time of such Transfer for comparable space in the Project for a comparable term, calculated using a present value analysis. (b) Upon Tenant's submission of a request for Landlord's consent to any such Transfer, Tenant shall pay to Landlord Landlord's then standard processing fee and reasonable attorneys' fees and costs incurred in connection with the “Affiliate Parties”proposed Transfer, which the parties hereby stipulate to be $3,000.00, unless Landlord provides to Tenant evidence that Landlord has incurred greater costs in connection with the proposed Transfer; (c) That the proposed Transferee shall execute an agreement pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease applicable to that portion of the Premises so transferred; and (d) That an executed duplicate original of said assignment and assumption agreement or other Transfer on a form reasonably approved by Landlord, shall be delivered to Landlord within five (5) days after the execution thereof, and that such Transfer shall not be binding upon Landlord until the delivery thereof to Landlord and the execution and delivery of Landlord's consent thereto. It shall be a condition to Landlord's consent to any subleasing, assignment or other transfer of part or all of Tenant's interest in the Premises ("Transfer") that (i) upon Landlord's consent to any Transfer, Tenant shall pay and continue to pay Landlord seventy-five percent (75%) of any "Transfer Premium" (defined below), received by Tenant from the transferee; (ii) any sublessee of part or all of Tenant's interest in the Premises shall agree that in the event Landlord gives such sublessee notice that Tenant is in default under this Lease, such sublessee shall thereafter make all sublease or other payments directly to a Financing Party as collateral securityLandlord, which will be received by Landlord without any liability whether to honor the sublease or otherwise (except to credit such payments against sums due under this Lease), and any sublessee shall agree to attorn to Landlord or its successors and assigns at their request should this Lease be terminated for any reason, except that in no event shall Landlord or its successors or assigns be obligated to accept such attornment; (iii) any such Transfer and consent shall be effected on forms supplied by Landlord and/or its legal counsel; (iv) Landlord may require that Tenant not then be in default hereunder in any respect; and (v) Tenant or the proposed subtenant or assignee (collectively, "Transferee") shall agree to pay Landlord, upon demand, as Additional Rent, a sum equal to the additional costs, if any, incurred by Landlord for maintenance and repair as a result of any person change in the nature of occupancy caused by such subletting or entity purchasing assignment. "Transfer Premium" shall mean all rent, Additional Rent or otherwise succeeding other consideration payable by reason a Transferee in connection with a Transfer in excess of a reorganization, merger or consolidation to all or substantially the Basic Rental and Direct Costs payable by Tenant under this Lease during the term of the Transfer and if such Transfer is for less than all of the assets Premises, the Transfer Premium shall be calculated on a rentable square foot basis. The calculation of "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by a Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to the Transferee and any payment in excess of fair market value for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with such Transfer. Any Transfer of this Lease which is not in compliance with the provisions of this Article 15 shall be voidable by written notice from Landlord and shall, at the option of Landlord, terminate this Lease. In no event shall the consent by Landlord to any Transfer be construed as relieving Tenant or any Transferee from obtaining the express written consent of Landlord to any further Transfer, or as releasing Tenant from any liability or obligation hereunder whether or not then accrued and Tenant shall continue to be fully liable therefor. No collection or acceptance of rent by Landlord from any person other than Tenant shall be deemed a waiver of any provision of this Article 15 or the acceptance of any Transferee hereunder, or a release of Tenant (or of any Transferee of Tenant). Notwithstanding anything to the contrary in this Lease, provided it includes if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under this Article 15 or otherwise has breached or acted unreasonably under this Article 15, their sole remedies shall be a declaratory judgment and an injunction for the Improvementsrelief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the Solar Facilityextent permitted under all applicable laws, or (iv) to a purchaser on behalf of the Improvements, including, without limitation, proposed Transferee. Notwithstanding anything to the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement contrary contained in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to LandlordArticle 15, Landlord shall sign have the option, by giving written notice to Tenant within thirty (30) days after Landlord's receipt of a separate written request for consent for any to a proposed Transfer, to terminate this Lease as to the portion of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions Premises that is the subject of the Leased proposed Transfer. If this Lease is so terminated with respect to less than the entire Premises, the Basic Rental and Tenant's Proportionate Share shall be prorated based on the number of rentable square feet retained by Tenant as compared to the total number of rentable square feet previously contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon the request of either party, the parties shall execute written confirmation of the same.

Assignment and Subletting. (a) Tenant 12.1 Lessee shall not have the right to assign any of its rights, duties rights or obligations or delegate any of its duties under this Lease without and, except as permitted by Article 5.1 above or Paragraph 10 of Appendix D, Lessee shall not sublet or otherwise part with possession of the prior Aircraft or any Part thereof unless previously approved by Lessor in writing (such consent not to be unreasonably withheld). 12.2 This Lease, the Aircraft and Lessor's interest in each thereof is freely assignable and alienable by Lessor upon written notice to Lessee in accordance with Article 12.3, provided, however, that so long as the Aircraft shall be leased to Lessee under this Lease, Lessor will not sell, assign, convey or otherwise transfer absolutely (and not for security) any of Landlordits right, which consent title, or interest in and to this Lease or the Aircraft to any person unless Lessor and the proposed transferee (the "Transferee") have complied with the following conditions: (i) Lessor shall give Lessee written notice of such transfer at least 10 Business Days before the date of such transfer, specifying the name and address of the proposed Transferee; (ii) the Transferee shall not be unreasonably withheldan airline or a commercial air carrier or person controlling, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (an airline or a commercial air carrier which is in direct competition with Lessee in the “Affiliate Parties”), (ii) to a Financing Party as collateral security, United States; (iii) the Transferee shall qualify as a "citizen of the United States" within the meaning of Section 40102 (a) (15) of the Federal Aviation Act by a Voting Trust Agreement or otherwise; and (iv) on the transfer date Lessor and the Transferee shall enter into an agreement or agreements in which the Transferee confirms that it shall be deemed a party to any person or entity purchasing or otherwise succeeding this Lease and agrees to be bound by reason of a reorganizationall the terms of, merger or consolidation and to all or substantially undertake all of the assets obligations of, Lessor contained in this Lease, and shall deliver a certificate of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) quiet enjoyment to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement Lessee in form and content satisfactory substance reasonably acceptable to Landlord; it and (ii) Tenant Lessee shall provide Landlord receive an opinion of counsel to the Transferee stating, with reasonable evidence the customary assumptions and exceptions, that such agreement or agreements has been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Transferee enforceable in accordance with their terms and that the assignee fits within one entry into such agreement(s) does not violate any laws or agreements applicable to such Transferee. The agreements, covenants, obligations and liabilities contained herein, including but not limited to all obligations to pay Rent and indemnify Lessor, are made for the benefit of (i) through (iv) above. For Lessor and its respective successors and assigns, notwithstanding the avoidance of doubt, any collateral assignment to a Financing Party shall not require possibility that any such collateral person was not originally a party to this Lease or may, at the time any enforcement is sought, no longer be a party to this Lease. Lessee shall comply, at Lessor's cost and expenses, with all reasonable requests of Lessor, its successors and assigns respecting the assignment and Lessee's acknowledgement of the assignee as Lessor. Notwithstanding anything contained in this paragraph to assume the contrary, no assignment of Lessor's interest in this Lease or the Aircraft shall alter the terms of this Lease in so far as the costs to Lessee of the performance of its obligations to pay Rent, Reserve Rate and Deposits hereunder and, except as otherwise expressly provided in this Lease, the rights and liabilities of Tenant Lessee under this Lease unless are concerned. Lessee's rights under this Lease shall not be subject or subordinate to the Head Lease, the Security Assignment or the Indenture. The rights of Head Lessor and until a foreclosure on Indenture Trustee under the collateral assignment. Landlord agrees that upon Head Lease, the written request Security Assignment and the Indenture, as the case may be, shall be subject to Lessee's rights under Section 13.7 of Tenant, this Lease. 12.3 It is acknowledged and agreed that: (a) As at no expense to Landlord, Landlord shall sign a separate written consent for any the date of the assignments listed in subsections (i) through (iv) Certificate of Acceptance, ownership of the Aircraft has been transferred to Head Lessor, Head Lessor has leased the Aircraft to Lessor under the Head Lease and, subject to the terms of the Head Lease, Lessor has subleased the Aircraft to Lessee under this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant Lessor has assigned all of its right, title and interest in and to this Lease to Head Lessor and Head Lessor has assigned all its right, title and interest in and to this Lease and granted a Security Interest in the Aircraft to Indenture Trustee. (c) Lessor may from time to time require to amend, modify or replace the security arrangements in respect of the financing or refinancing of the Aircraft and Lessee agrees to cooperate with Lessor in connection therewith at the cost and expense of Lessor and, in particular (but without limiting the generality of the foregoing), to change the plates provided for in Article 4.3 and to execute and deliver such other or further acknowledgments of assignment or other documents and to do such other things as Lessor may reasonably require to be executed and delivered; (d) Upon any financing or refinancing of the Aircraft as contemplated by this Article 12.3 or otherwise at the cost and expense of Lessor, Lessee will promptly and duly execute and deliver to Lessor and such persons as Lessor shall designate, such other documents and assurances and take such further action as may from time to time be reasonably requested in order more effectively to carry out the intent and purpose of this Lease, the Head Lease, the Indenture, the Security Assignment and any other documents relating to such financing or refinancing; (e) [Intentionally omitted]; and (f) Lessee shall not have a right be liable to sublet all any Transferee for any payment of Taxes or other amounts pursuant to this Lease or otherwise be subject to any portions liabilities in excess of the Leased Premisesamount that would have been payable to, or beyond the scope of the liabilities to, as the case may be, Lessor originally party hereto, if that party had remained as Lessor.

Assignment and Subletting. (a) Tenant shall Except as provided in subsection (b) below, CRNF may not have assign, transfer or encumber this Agreement and may not sublease the right Premises or any part thereof or allow any other person to assign any of its rights, duties or obligations under this Lease be in possession thereof without the prior written consent of LandlordCRT, in each and every instance, which consent shall or consents will not be unreasonably withheld, conditioned withheld or delayed. . (b) Notwithstanding anything to the foregoingcontrary set forth herein, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without LandlordCRT’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease will not be necessary if (i) a portion of the storage capacity of the UAN Terminal is subleased to an entity which controlsCRNF’s customers, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) assignment of all or any portion of this Agreement or the subletting of this Agreement is to any person or of the following: (A) the surviving entity purchasing or otherwise succeeding by reason in the event of a reorganization, the merger or consolidation to of CRNF with another entity; (B) the purchaser of all or substantially all of CRNF’s assets or equity interests; or (C) any “Affiliates” of CRNF. For purposes of this Section, Affiliates means, with respect to any Party, any persons or entities that own or control, are owned or controlled by, or are under common ownership or control with, such Party and such Party’s and each of such other person’s or entity’s respective officers, directors, shareholders, partners, venturers, members, managers, agents and employees. For purposes of this definition of Affiliates, a Party is “owned” by anyone that owns more than 50% of the assets equity interests in such Party and a Party is “controlled” by anyone that owns sufficient voting interest to control the management decisions of Tenantsuch Party. In addition, CRNF may assign this Agreement to CRNF’s lenders for collateral security purposes, provided it includes that in the Improvements, including, without limitation, the Solar Facility, or case of any such assignment each Party agrees (ivx) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously cooperate with the assignment, execute lenders in connection with the execution and deliver delivery of a customary form of lender consent to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; assignment of contract rights and (iiy) Tenant shall provide Landlord with reasonable evidence that any delay or other inability of a Party to timely perform hereunder due to a restriction imposed under the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, applicable credit agreement or any collateral assignment to document in connection therewith will not constitute a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordbreach hereunder. (bc) Tenant shall not have a right to sublet Notwithstanding any permitted assignment or subletting, except for an assignment or subletting in accordance with (b)(ii) above, CRNF will at all or any portions times remain directly, primarily and fully responsible and liable for the payment of the Leased PremisesFees and any other amounts herein specified and for compliance with all of its other obligations under the terms and provisions of this Agreement.

Assignment and Subletting. (a) Subject to the provisions of subsections 7.01(b), 7.01(c) and 7.01(e) hereof, Tenant shall not have the right to assign any of its rightsright, duties or obligations under this Lease without the prior consent or approval of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) assign or otherwise transfer this Lease, (ii) sublet the Premises or any part thereof and modify or terminate any existing sublease, and/or (iii) allow not more than one-half of the rentable square footage of the Premises or any portion(s) thereof to an entity which controlsbe used, is controlled occupied or utilized by or under common control with third parties who are providing a material business service to Tenant (the “Affiliate PartiesUsers”). Tenant agrees to notify Landlord at least thirty (30) days prior to taking any action referred to in clauses (i), (ii) to a Financing Party as collateral security, or (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets immediately preceding sentence, which notice, in the case of Tenantan assignment of this Lease, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute accompanied by a duly executed counterpart of an assignment and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that assumption instrument whereby the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee agrees to assume the obligations of Tenant under this Lease unless accruing from and until a foreclosure on after the collateral effective date of such assignment. Notwithstanding the foregoing, no User shall be in privity with the Landlord agrees under this Lease and Landlord shall have no obligations to any User under this Lease for any reason whatsoever in connection with such Users’ occupancy of the Premises. No separate entrances to the Premises from public or common areas shall be constructed to provide access to the space used by any User. No User shall use the Premises, or any portion thereof for a use that upon is prohibited by the written request terms of Tenantthis Lease. Any breach or violation of this Lease by any User shall be deemed to be and shall constitute a default by Tenant under this Lease, and at no expense subject to Landlordthe foregoing notice requirement any act or omission of a User shall be deemed to be and shall constitute an act or omission of Tenant under this Lease. Tenant hereby indemnifies and holds harmless Landlord against any loss, Landlord shall sign a separate written consent for claim or damage arising from the acts or omissions of any of User in or about the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordPremises. (b) Except for any assignment to a Tenant Affiliate pursuant to paragraph 7.01(d) hereof, if Tenant shall at any time or times during the term of this Lease desire to assign this Lease, Tenant shall give notice thereof (herein called an “Assignment Recapture Offer Notice”) to Landlord, which notice shall set forth: (i) Tenant’s intention to assign this Lease, (ii) the proposed date upon which the Premises are intended or proposed (as the case may be) to be vacated by Tenant, which date shall be no sooner than sixty 60 days after the Assignment Recapture Offer Notice, and (iii) the consideration which Tenant would be willing to accept from a third party in connection with an assignment of this Lease to a third party. Such Assignment Recapture Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord shall terminate this Lease if Landlord accepts such offer. Said option may be exercised by Landlord by notice (herein called “Landlord’s Assignment Recapture Notice”) given to Tenant at any time within thirty (30) days after such Assignment Recapture Offer Notice has been given by Tenant to Landlord (herein called the “Assignment Recapture Period”), and time shall be of the essence with respect to the delivery to Tenant of the Landlord’s Assignment Recapture Notice prior to the expiration of the Assignment Recapture Period. (c) If Landlord exercises its option to terminate this Lease by delivering to Tenant Landlord’s Assignment Recapture Notice, then this Lease shall end and expire on the date the proposed assignment was to be effective and the Fixed Rent and Additional Charges shall be paid and apportioned to such date. If Landlord does not exercise its option to terminate this Lease prior to the expiration of the Assignment Recapture Period, then Tenant may assign this Lease to a third party within Two Hundred Seventy (270) days following the expiration of the Assignment Recapture Period provided the consideration payable to Tenant for the assignment on a net present value basis (using a discount rate of 9% per annum) is not more than five (5%) percent less than the consideration set forth in the Assignment Recapture Offer Notice. In the event that Tenant desires to assign this Lease either (i) for consideration payable to Tenant (on a net present value basis [using a discount rate of 9% per annum]) which is more than five (5%) percent less than the consideration set forth in the Assignment Recapture Offer Notice or (ii) at any time after two hundred seventy (270) days following the expiration of the Assignment Recapture Period, then before Tenant may assign this Lease to a third party Tenant must first provide Landlord with another Assignment Recapture Offer Notice which sets forth the new terms that Tenant would be willing to accept from a third party. Landlord shall have a the right to sublet accept such offer as is set forth in Section 7.01(b) and the provisions of Section 7.01(b) shall apply to such Assignment Recapture Offer Notice. (d) Notwithstanding the provisions of this Section 7.01 to the contrary, Tenant shall have the right, without being subject to Landlord’s option as described in paragraph 7.01(b) to assign this Lease to a “Tenant Affiliate”. For purposes hereof, the term “Tenant Affiliate” means a corporation, partnership, limited liability company or other entity (i) into or with which Tenant is merged or consolidated or, (ii) to which substantially all of Tenant’s assets are transferred, or any portions (iii) which controls is controlled by or is under common control with Tenant. For purposes of this Section 7.01(d) the term “control” means the ownership or voting control, directly or indirectly, of 50% or more of the Leased Premisesvoting stock, partnership, membership or similar interests in such entity.

Assignment and Subletting. (a) Except if and to the extent hereinafter expressly set forth, Tenant shall not have assign, mortgage or otherwise transfer or encumber (collectively, "Assign") or sublet all or any part of Tenant's interest in this lease or in the right to assign any of its rights, duties or obligations under this Lease demised premises without the ▇▇▇▇▇▇▇▇'s prior written consent of Landlord, (which consent shall not be unreasonably withheld). Relevant criteria in determining the reasonableness of consent include, conditioned but are not limited to, credit history of a proposed Assignee or delayed. Notwithstanding subtenant, references from prior landlords, any change or intensification of use of the foregoing, provided that there is not then an Event of Default on demised premises or the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled Common Areas and any limitations imposed by or under common control with Tenant the Internal Revenue Code (the “Affiliate Parties”), "Code") and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Any Assignment or subletting (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, any assignment or subletting made in accordance with the Solar Facility, or (ivterms and conditions of Paragraph 12(b) to a purchaser of the Improvements, including, without limitation, the Solar Facilitythis lease) shall not release Tenant from its obligations hereunder. Prior to any assignmentTenant shall not: (i) Tenant and sublet or Assign or enter into other arrangements such that the entity amounts to whom be paid by the assignment shall subtenant or Assignee thereunder would be madebased, shall contemporaneously with in whole or in part, on the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlordincome or profits derived by the business activities of the sublessee or Assignee; and (ii) sublet the demised premises or Assign this lease to any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code; or (iii) sublet the demised premises or Assign this lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of Paragraph 12 of this lease shall apply to any further subleasing by any subtenant. A change in the control of Tenant shall provide Landlord with reasonable evidence constitute an Assignment requiring Landlord's consent. The transfer, on a cumulative basis, of 49% or more of the voting or management control of Tenant shall constitute a change in control for this purpose; provided, however, that the assignee fits within one foregoing terms and conditions of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party this sentence shall not require be applicable at any time or times during the Term during which Tenant shall be a corporation, the stock of which shall be traded publicly on a nationally recognized stock exchange. In the event of any Assignment or sublease involving Rent in excess of the Base Rent under this lease (any such collateral assignee excess amount being sometimes hereinafter referred to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlordas "Excess Rent"), Landlord shall sign a separate written consent for participate in the Excess Rent. Tenant shall promptly forward to Landlord 50% of all such Excess Rent collected from any such Assignee or subtenant and shall supply Landlord with true copies, as executed, of all Assignments and subleases. For purposes of the assignments listed preceding sentence, the "net proceeds" of such Excess Rent shall mean the gross amount thereof less the following, if and as actually and reasonably incurred by Tenant in subsections connection with any such Assignment or sublease: (iA) through all leasing commissions and brokerage fees; (ivB) of this Section 15(a)all attorneys' fees and related expenses; and/or (C) any other costs and expenses approved by Landlord, in form and content satisfactory to Landlord's reasonable discretion. (b) Tenant Notwithstanding the terms and conditions of the first sentence of Paragraph 12(a) of this lease, the prior written consent of Landlord shall not have a right be required with respect to: (i) any Assignment of Tenant's interest in this lease by Tenant to sublet any "affiliate" of Tenant; or (ii) any subletting of all or any portions portion of the Leased Premisesdemised premises by Tenant to any "affiliate" of Tenant. For purposes of the preceding sentence, "affiliate" means any corporation, partnership, association or other legal entity which, directly or indirectly, controls or is controlled by or is under common control with Tenant. For purposes of the definition of "affiliate," as used in the preceding sentence, the word "control" (including "controlled by" and "under common control with") as used with respect to any such legal entity, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policy of such legal entity, whether through the ownership of voting securities, by contract or otherwise.

Assignment and Subletting. Developer shall not (a) Tenant shall not have the right to assign any of its rights(whether directly or indirectly), duties in whole or obligations under in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest (i.e. greater than a 25% interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage or pledge this Lease (except as may be permitted by the Project Agreement), or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding In no event shall any assignment, mortgage, pledge or sublease ever release Developer from any obligation or liability hereunder, except in the foregoingcase of Lessor’s agreement to such release. Any purported assignment, provided that there is not then an Event of Default on mortgage, pledge or sublease made without the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all consent of its rights, duties, or obligations under Lessor shall be absolutely null and void. No assignment of this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute effective and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease valid unless and until a foreclosure on the collateral assignmentassignee executes and delivers to Lessor any and all documentation reasonably required by Lessor in order to evidence assignee’s assumption of all obligations of Developer hereunder. Landlord agrees that upon Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Lessor pursuant to the written request preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Lessor in the event of Tenant, any termination of this Lease. Each of the Lessor and at no expense to Landlord, Landlord the RDC shall sign a separate not assign this Lease without the prior written consent for any of the assignments listed Developer, except to the extent provided in subsections (i) through (iv) of this Section 15(a)the Indenture; provided however, in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions that, without the prior written consent of the Leased PremisesDeveloper, each of the Lessor and the RDC may assign this Agreement to another agency or instrumentality of the City that legally is able to perform its obligations hereunder. Notwithstanding anything to the contrary herein, Developer may grant licenses for the use of parking spaces in accordance with the terms of the Declaration.

Assignment and Subletting. (a) Tenant shall Lessee may not have the right to assign assign, or otherwise transfer all or any part of its rights, duties interest in this Agreement or obligations under this Lease in the Premises without the prior written consent of LandlordLessor, which consent shall will not be unreasonably withheld, conditioned or delayed; provided, however, that Lessee may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one percent (51%) or more of its stock or assets, subject to any financing entity’s interest, if any, in this Agreement as set forth in Paragraph 9 above. Notwithstanding Upon assignment and written notice being presented to the foregoingLessor, Lessee shall be relieved of all future performance, liabilities, and obligations under this Agreement, provided that there is not then an Event the assignee assumes all of Default on the part of Tenant or an event with respect to Lessee’s obligations herein. Lessor may assign this Agreement, which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior assignment may be evidenced by written notice to LandlordLessee within a reasonable period of time thereafter, in its sole discretion assign provided that the assignee assumes all of Lessor’s obligations herein, including but not limited to, those set forth in Paragraph 9 (“Waiver of Lessor’s Lien”) above. This Agreement shall run with the Land and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent by the Lessor its rights, dutiesinterest in this Agreement to any financing entity, or obligations under this Lease agent on behalf of any financing entity to whom Lessee (i) to an entity which controls, is controlled by has obligations for borrowed money or under common control with Tenant (the “Affiliate Parties”)in respect of guaranties thereof, (ii) to a Financing Party as collateral securityhas obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to any person letters of credit, bankers acceptances and similar facilities or entity purchasing or otherwise succeeding by reason in respect of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, guaranties thereof; provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment that written notice shall be made, shall contemporaneously with the assignment, execute and deliver provided to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordLessor. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant Except as otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not have the right to assign any of hypothecate or encumber its rights, duties or obligations interest under this Lease or any rights of Lessee hereunder, assign this Lease, or any interest, voluntarily or involuntarily, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of LandlordLessor in each instance pursuant to the terms and conditions set forth below, which consent shall not be unreasonably withheld, conditioned withheld or delayed, subject to the following provisions. A transfer or series of transfers whereby fifty percent (50%) or more of the ownership interests in Lessee are transferred, or an assignment or transfer by operation of law or, subject to Paragraph 17(f) below, otherwise in connection with a merger, consolidation, reorganization, stock sale or other like transaction, shall also constitute an assignment hereunder. Notwithstanding the foregoing, provided the immediately preceding sentence will not apply to any change in the controlling ownership interest of the entity that there is not then an Event constitutes Lessee which results from any of Default on the part following: (i) any transfer or sale of Tenant the stock or an event other ownership interest in Lessee (1) to the spouse(s) and/or children of a shareholder of Lessee, (2) to any trust, the beneficiary(ies) of which are family members of a shareholder of Lessee, (3) by reason of bequest or inheritance, or (4) in connection with the issuance of warrants or stock options to purchase Lessee’s stock, and the exercise of any purchase rights under any such warrants or stock options. (b) If Lessee desires to assign or sublease this Lease or the Premises (other than by a Permitted Transfer (as defined in Paragraph 17(f) below)), at least thirty (30) days before the date Lessee desires such sublease or assignment to be effective (the “Transfer Date”), Lessee shall provide to Lessor the name and address of the proposed assignee or sublessee, and true and complete copies of all documents relating to Lessee’s prospective agreement to assign or sublease, a copy of a current financial statement for such proposed assignee or sublessee, and any other relevant information requested by Lessor and Lessee shall specify all consideration to be received by Lessee for such assignment or sublease in the form of lump sum payments, installments of rent, or otherwise (the “Transfer Notice”). For purposes of this Paragraph 17, the term “consideration” shall include all money or other consideration to be received by Lessee for such assignment or sublease. Within twenty (20) days after the receipt of such documentation and other information, Lessor (1) shall notify Lessee in writing that Lessor elects to consent to the proposed assignment or sublease subject to the terms and conditions hereinafter set forth, (2) shall notify Lessee in writing that Lessor refuses such consent, specifying reasonable grounds for such refusal, or (3) with respect to a proposed sublease or assignment of substantially all of the Premises for substantially the remaining Term, terminate this Lease with respect to the space described in the Transfer Notice as of the Transfer Date. Lessee and the proposed assignee or sublessee shall demonstrate to Lessor’s reasonable satisfaction that each of the criteria referred to in this subparagraph (b) is satisfied. (c) Except with respect to any Permitted Transferees, Lessee shall pay to Lessor, as and when received by Lessee, fifty percent (50%) of the amount of any excess of the consideration to be received by Lessee in connection with said assignment or sublease over and above the Monthly Base Rent and Additional Rent fixed by this Lease and payable by Lessee to Lessor, after deducting only (i) a standard leasing commission payable by Lessee in consummating such assignment or sublease, (ii) the cost of reasonable tenant improvements performed specifically for the sublease and required to be made to the Premises to effectuate the sublease, provided that such improvements are performed in compliance with the provisions of this Lease, (iii) the fair market value of any goods or services provided by Lessee as additional consideration and (iv) commercially reasonable attorneys’ fees to effectuate the transfer. (d) Each assignment or sublease agreement to which a notice Lessor has consented shall be an instrument in writing in form satisfactory to Lessor, and shall be executed by both Lessee and the assignee or sublessee, as the case may be. Each such assignment or sublease agreement shall recite that it is and shall be subject and subordinate to the provisions of default has been given this Lease, that remains uncuredthe assignee or sublessee accepts such assignment or sublease, then Tenant may, without Landlordthat Lessor’s consent but upon prior written notice thereto shall not constitute a consent to Landlordany subsequent assignment or subletting by Lessee or the assignee or sublessee, and, except as otherwise set forth in a sublease approved by Lessor, agrees to perform all of the obligations of Lessee hereunder (to the extent such obligations relate to the portion of the Premises assigned or subleased), and that the termination of this Lease shall, unless Lessor elects, in its sole discretion assign otherwise, constitute a termination of every such assignment or sublease. (e) In the event Lessor shall consent to an assignment or sublease, Lessee shall nonetheless remain primarily liable for all obligations and liabilities of its rights, duties, or obligations Lessee under this Lease, including but not limited to the payment of rent. (f) Notwithstanding the foregoing, Lessee may, without Lessor’s prior written consent, but with prior notice and documentation, as required pursuant to this Paragraph 17(f), provided to Lessor, sublet a portion or the entire Premises or assign this Lease to (i) to an entity which controlsa subsidiary, is affiliate, division or corporation controlled by or under common control with Tenant Lessee (the “Affiliate Parties”affiliate’), ; (ii) to a Financing Party as collateral securitysuccessor corporation related to Lessee by merger, consolidation or reorganization; or (iii) to a purchaser acquiring all or (1) Lessee shall not be in default hereunder past any applicable cure period; (2) in the case of an assignment or subletting to an affiliate, Lessee shall remain liable to Lessor hereunder if Lessee is a surviving entity; (3) in the case of an assignment, the transferee or successor entity shall expressly assume in writing all of Lessee’s obligations hereunder; and (4) Lessee shall provide Lessor with prior notice of such proposed transfer and deliver to Lessor all documents reasonably requested by Lessor reasonably relating to such transfer, including but not limited to documentation sufficient to establish such proposed transferee’s verifiable net worth. It is expressly provided that any venture capital or other third party financing transaction shall be a Permitted Transfer and not require Lessor’s consent thereto provided that such financing transaction complies with the conditions to transfer set forth in this Paragraph 17(f). (g) Subject to the provisions of this Paragraph 17, any assignment or sublease (if such consent is required hereunder) without Lessor’s prior written consent shall at Lessor’s election be void. The consent by Lessor to any assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 17, including the requirement of Lessor’s prior written consent, with respect to any subsequent assignment or sublease. If Lessee shall purport to assign this Lease, or sublease all or any portion of the Premises, or permit any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation persons other than Lessee to all or substantially all of occupy the assets of Tenant, provided it includes the Improvements, includingPremises, without limitationLessor’s prior written consent (if such consent is required hereunder), Lessor may collect rent from the Solar Facilityperson or persons then or thereafter occupying the Premises and apply the net amount collected to the rent reserved herein, but no such collection shall be deemed a waiver of Lessor’s rights and remedies under this Paragraph 17, or the acceptance of any such purported assignee, sublessee, or occupant, or a release of Lessee from the further performance by Lessee of covenants on the part of Lessee herein contained. (ivh) Lessee hereby acknowledges that the foregoing terms and conditions are reasonable and, therefore, that Lessor has the remedy described in California Civil Code Section 1951.4 (Lessor may continue the Lease in effect after Lessee’s breach and abandonment and recover rent as it becomes due, if Lessee has the right to a purchaser of the Improvementssublet or assign, including, without limitation, the Solar Facility. Prior subject only to any assignment: reasonable limitations). (i) Tenant In the event of any sale or exchange of the Premises by Lessor and the entity to whom the assignment shall be madeof this Lease by Lessor, shall contemporaneously with the assignmentLessor shall, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence provided that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the has assumed all obligations of Tenant Lessor under this Lease unless and until a foreclosure on Lessor has delivered any Security Deposit held by Lessor to Lessor’s successor in interest, be and hereby is entirely relieved of all liability under any and all of Lessor’s covenants and obligations contained in or derived from this Lease with respect to the collateral assignment. Landlord agrees that upon period commencing with the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any consummation of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form sale or exchange and content satisfactory to Landlordassignment. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. Except for a "Permitted Transfer" (aas such term is herein defined) Tenant shall not have or an assignment made in accordance with the right to assign terms of Section 11.2 below, any of its rights, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, permitted at any time without Landlord’s consent 's consent, but upon only after prior written notice to Landlord, in its sole discretion assign all Tenant shall not, either prior or subsequent to the commencement of its rightsthe Term, duties, or obligations under this Lease (i) to an entity which controlsassign this Lease or any interest under this Lease, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) sublet the Project Site or any part thereof, without Landlord's prior written consent, which shall not be unreasonably withheld or delayed. 10.1.1 For purposes of this Article 10, the term "Permitted Transfer" shall mean any transfer or assignment of Tenant's interest in this Lease made in connection with a transfer of Tenant's interest in the ESA or the Development Agreement which is permitted under the terms thereof. Landlord acknowledges and agrees that the transferee under any assignment or transfer to a Financing Party which Landlord has consented as collateral securityaforesaid, (iii) as well as the transferee or assignee under any Permitted Transfer, shall be deemed to any person or entity purchasing or otherwise succeeding by reason be the "Tenant" for purposes of a reorganization, merger or consolidation to all or substantially this Lease and shall be afforded all of the assets rights, benefits and obligations of Tenant hereunder (regardless of whether or not such assignment occurs concurrently with a transfer, sale or assignment of all or a portion of Tenant's right, provided it includes title and interest in the ImprovementsProject). In the event of an assignment, includingtransfer or sublease, without limitationother than a Permitted Transfer, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment transferee shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to expressly assume the obligations of Tenant under in writing, and the terms of this Lease unless shall be binding upon and until a foreclosure on inure to the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any benefit of the assignments listed parties hereto and their respective successors and assigns. Any assignment or sublease in subsections (i) through (iv) violation of this Section 15(a), in form Article 10 shall be null and content satisfactory to Landlordvoid. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) 9.1 Except as otherwise expressly set forth herein below, Tenant shall not have the right to assign any of its rights, duties or obligations under pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment subleasing or occupancy without the prior written consent of Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least fifteen (15) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding the foregoing, provided that there is Landlord’s consent shall not then an Event of Default on the part of Tenant or an event be required with respect to which (a) a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, sublease or obligations under this Lease (i) assignment to an entity which controlscontrolling, is controlled by by, or under common control with Tenant Tenant, or (the “Affiliate Parties”), (iib) any assignment of this Lease to a Financing Party as collateral security, (iii) to any person or an entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to acquiring all or substantially all of the stock or assets of TenantTenant or to an entity that Tenant is merged with or into; provided, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: that (i) Tenant any such assignee or transferee resulting from the events described in items (a) and (b) hereinabove (being for the purposes of this Lease, a ‘‘Permitted Transferee”) expressly agrees in writing with Landlord to be and remain liable, jointly and severally, for all of the Tenant’s obligations under this Lease (and in the event that Reveal Imaging Technologies, Inc. remains a separate entity to whom the assignment from such Permitted Transferee following such transaction, Reveal Imaging Technologies, Inc. shall be madeso agree in writing as well), shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Landlord has been delivered notice of such sublease, assignment or transfer, together with evidence showing compliance with toe provisions of this paragraph, at least fifteen (15) days prior thereto, and (iii) in the case of item (b) hereinabove, the tangible net worth (determined in accordance with generally accepted accounting principles) of any assignee of Tenant shall provide be equal to or greater than the tangible net worth (similarly determined) of Tenant as of the Lease Reference Date. 9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of from Tenant under this Lease unless Lease, and until no such collection shall be construed to constitute a foreclosure on novation or release of Tenant from the collateral assignment. Landlord agrees that upon the written request further performance of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of ’s obligations under this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have the right to assign assign, directly or indirectly or by operation of law or otherwise, any of its rights, duties obligations or obligations interests under this Lease or sublet the Leased Premises without the Landlord’s prior consent of Landlordwritten consent, which consent shall not be unreasonably withheld, conditioned or delayedLandlord may withhold in its sole discretion. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant may assign, sublet or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, transfer this Lease without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) Tenant’s parent corporation, any subsidiary of Tenant’s parent corporation or a subsidiary of Tenant, provided that Tenant or Tenant’s parent corporation remains jointly and severally liable with any such subsidiary to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”)Landlord for performing Tenant’s obligations hereunder, (ii) to the surviving entity of a Financing Party as collateral security, merger or consolidation involving Tenant or Tenant’s parent corporation or a subsidiary of Tenant; or (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to which purchases all or substantially all of the assets of Tenant or Tenant’s parent corporation; provided in all cases that any such assignee, provided it includes the Improvements, including, without limitation, the Solar Facility, sublessee or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver transferee delivers to Landlord an original executed Assignment instrument assuming all obligations, covenants and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations responsibilities of Tenant under this Lease unless Lease, it being understood and until a foreclosure on agreed that, upon and after an assignment or transfer pursuant to clauses (ii) and (iii) above and the collateral assignment. Landlord agrees that upon execution of the written request of Tenantforegoing described instrument, Tenant shall not have any liability or other obligations whatsoever under or in connection with this Agreement, and at no expense the only person or entity who shall be bound by, or have any liability or other obligation under or in respect of this Agreement shall be such third party assignee. In addition to Landlordthe foregoing, Landlord shall sign a separate written consent for Tenant may assign any or all of its rights and interest under this Lease to any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordits lenders for collateral assignment purposes. (b) Landlord shall not assign its rights, obligations or interests under this Lease without Tenant’s prior written consent, except that Landlord may assign its rights or obligations under this Lease without such consent (i) to a wholly owned subsidiary of Landlord provided that Landlord remains jointly and severally liable with such subsidiary to Tenant for performing its obligations hereunder, and (ii) to any third party who acquires, directly or indirectly, (A) the Leased Premises and the Retained Premises or the entire Mill or (B) 50.1% or more of the combined voting power of any person or entity who then owns, directly or indirectly, the Leased Premises and the Retained Premises or the Mill whether pursuant to a merger, asset sale, stock sale, consolidation, other extraordinary transaction or otherwise; provided in all cases that any such assignee, sublessee or transferee assumes all obligations, covenants and responsibilities of Landlord under this Lease, it being understood and agreed that upon and after any such assignment pursuant to this clause (ii) and the execution of the foregoing described instrument, International Paper Company shall not have a right to sublet all any liability or other obligation whatsoever under or in connection with this Lease from and after the date of such assignment, and the only person or entity who shall be bound from and after such date as “Landlord” by, and have any portions of liability or other obligation as the Leased Premises“Landlord” under or in respect of, this Lease shall be such third party assignee.

Assignment and Subletting. (a) Tenant shall not have assign or transfer this Lease, or any interests herein, or sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of Tenant excepted) to assign occupy or use the Premises, or any of its rightsportion thereof, duties or obligations under this Lease without first obtaining the prior written consent of Landlord. Tenant acknowledges that the use restrictions set forth in Section 6.2, which consent shall not be unreasonably withheldamong other provisions, conditioned are material to Landlord in considering any assignment or delayedsublet. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without the need for Landlord’s consent but upon prior written notice to Landlord's consent, assign its interest in its sole discretion assign all of its rights, duties, or obligations under this Lease (a "Permitted Assignment") to (i) to an any corporation or entity which controls, is controlled a successor to Tenant either by merger or under common control with Tenant (the “Affiliate Parties”)consolidation, (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason purchaser of a reorganization, merger or consolidation to all or substantially all of Tenant's assets or (iii) a corporation or other entity which shall (A) control, (B) be under the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facilitycontrol of, or (ivC) to a purchaser be under common control with, Tenant (the term "control" meaning ownership, directly or indirectly, of at least fifty-one percent (51%) of the Improvementsoutstanding voting stock of a corporation, includingor other equivalent equity and control interest if Tenant or such other entity is not a corporation) (an entity described in clause (iii) above being referred to herein as an "Affiliate"), without limitationso long as (I) the principal purpose of such assignment is not the acquisition of Tenant's interest in this Lease (except if such assignment is made for a valid intracorporate business purpose to an Affiliate) and is not made to circumvent the provisions of this Section 6.14, the Solar Facility. Prior (II) except if pursuant to any assignment: clause (i) above, Tenant and the entity to whom the shall promptly furnish Landlord with fully executed counterparts of any such assignment after consummation thereof which assignment shall be madeinclude an agreement by the assignee, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content reasonably satisfactory to Landlord; , to be bound by all of the terms of this Lease, and (III) there shall not be a Default of Tenant at the effective date of such assignment. Tenant shall also be permitted, without the need for Landlord's consent, to enter into any sublease with any Affiliate provided that such sublease shall expire upon any event pursuant to which the sublessee thereunder shall cease to be an Affiliate. Any assignment to an Affiliate may, at Landlord's election, be deemed void if during the term of this Lease Tenant shall cease to control such assignee. In the event Tenant shall have entered into a sublease with an Affiliate and thereafter such sublessee shall cease to be an Affiliate, then the provisions of the following two paragraphs of this Section 6.14 shall apply as if the term of such sublease were to commence as of the date of the change of status as an Affiliate. In the event that Tenant shall intend to enter into any sublease or assignment which requires Landlord's consent, then Tenant shall, not sooner than one hundred twenty (120) days, and not later than sixty (60) days, prior to the proposed effective date of such sublease or assignment, give Landlord notice of such intent, identifying the proposed subtenant or assignee, all of the terms and conditions of the proposed sublease or assignment and such other information as the Landlord may reasonably request. Landlord may elect (a) to terminate this Lease if Tenant intends to assign this Lease, or to sublease more than fifty percent (50%) of the Premises or (b) to exclude from the Premises the portion thereof to be sublet if such portion is fifty percent (50%) or less of the Premises, by giving notice to Tenant of such election not later than thirty (30) days after receiving notice of such intent from Tenant. If Landlord shall give such notice within such thirty (30) day period, upon the later to occur of (A) the proposed date of commencement of such proposed sublease or assignment, or (B) the date which is thirty (30) days after Landlord's notice, this Lease shall terminate or the Premises shall be reduced to exclude the portion of the Premises intended for subletting, in which case Annual Fixed Rent and Tenant's Percentage shall be correspondingly reduced. If Landlord shall give its consent, Tenant may enter into such sublease or assignment on the terms and conditions set forth in such notice from Tenant within the following one hundred and twenty (120) days. If Tenant shall not enter into such sublease or assignment within such following one hundred and twenty (120) day period and shall still desire to enter into any sublease or assignment, or if Tenant shall change the terms and conditions thereof following the date of Tenant's notice to Landlord, the first sentence of this paragraph shall again become applicable. If Landlord shall not elect to terminate this Lease pursuant to the preceding paragraph, then Landlord shall not unreasonably withhold its consent to an assignment or subletting, provided that the proposed assignee or subtenant (i) is reasonably satisfactory to Landlord with respect to credit considerations, (ii) Tenant shall provide Landlord will use the Premises for the Permitted Uses set forth in Section 1.1 hereof, and (iii) will not use the Premises for a purpose or in a manner which is inconsistent with reasonable evidence that Landlord's commitments to other tenants in the assignee fits within one of (i) through Complex, (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the all obligations of Tenant under this Lease unless and until shall be and remain jointly and severally liable with Tenant for the performance of all of the terms, covenants, conditions, and agreements to be performed by Tenant under the terms of this Lease. Any sublease of all or any portion of the Premises shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subject or subordinate, and that in the event of termination of this Lease or reentry or dispossession of Tenant by Landlord under this Lease, Landlord may, at its option, elect to continue such sublease in effect as a foreclosure on direct lease between Landlord and Tenant and such subtenant shall thereupon attorn to Landlord pursuant to the collateral then executory provisions of such sublease, except that neither Landlord nor any mortgagee of the Property, as holder of a mortgage or as Landlord under this Lease if such mortgagee succeeds to that position, shall (a) be liable for any act or omission of Tenant under such sublease, (b) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, or (c) be bound by any previous modification of such sublease or by any previous prepayment of more than one (1) month's rent, (d) be bound by any covenant of Tenant to undertake or complete any construction of the Premises or any portion thereof, (e) be required to account for any security deposit of the subtenant other than any security deposit actually received by Landlord, (f) be bound by any obligation to make any payment to such subtenant or grant any credits, (g) be responsible for any monies owing by Landlord to the credit of Tenant or (h) be required to remove any person occupying the Premises or any part thereof; and such sublease shall provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. The provisions of this paragraph shall not be deemed a waiver of the provisions set forth in the first paragraph of this Section 6.14. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord's written approval in the case of any other subletting or assignment. Landlord agrees that upon the written request The joint and several liability of TenantTenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and at no expense the due performance of the obligations of this Lease on Tenant's part to Landlordbe performed or observed, Landlord shall sign a separate written consent for not in any way be discharged, released or impaired by any (a) agreement which modifies any of the assignments listed rights or obligations of the parties under this Lease, (b) stipulation which extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation required under this Lease, or (d) failure to enforce any of the obligations set forth in subsections (i) through (iv) this Lease. No assignment, subletting or occupancy shall affect the Permitted Uses. Any subletting, assignment or other transfer of Tenant's interest in this Lease in contravention of this Section 15(a), in form and content satisfactory to 6.14 shall be voidable at Landlord. (b) 's option. Tenant shall not have a right to sublet occupy any space in the Building (by assignment, sublease or otherwise) other than the Premises. If the rent and other sums (including, without limitation, all monetary payments plus the reasonable value of any services performed or any other thing of value given by any assignee or subtenant in consideration of such assignment or sublease), either initially or over the term of any assignment or sublease, payable by such assignee or subtenant on account of an assignment or sublease of all or any portions portion of the Leased Premises exceed the sum of Annual Fixed Rent plus Additional Rent called for hereunder with respect to the space assigned or sublet, Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of such excess payable monthly at the time for payment of Annual Fixed Rent. Nothing in this paragraph shall be deemed to abrogate the provisions of this Section 6.14 and Landlord's acceptance of any sums pursuant to this paragraph shall not be deemed a granting of consent to any assignment of this Lease or sublease of all or any portion of the Premises. Following Landlord's consent, or refusal to consent, to any assignment or sublease, Tenant shall pay Landlord, upon demand, a reasonable charge to cover Landlord's administrative costs in connection therewith, plus the amount of Landlord's out-of-pocket costs reasonably incurred including Landlord's reasonable attorneys fees. Landlord may accept rent from any person other than Tenant pending approval or disapproval of any assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of rent shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this Section 6.14. A consent to one assignment, transfer, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, transfer, subletting, occupation or use by another person. Any such subsequent assignment, transfer, subletting, occupation or use without such consent hereunder shall be void, and shall, at the option of Landlord, terminate this Lease. Landlord's acceptance of any name for listing on the Building directory or any Building signs will not be deemed, nor will it substitute for, Landlord's consent, as required by this Lease, to any sublease, assignment, or other occupancy of the Premises. Tenant shall not assign, mortgage, pledge, hypothecate or encumber its interests hereunder as security for any obligation or otherwise, and any such assignment, mortgage, pledge, hypothecation or encumbrance in violation of this provision shall, at Landlord's option (exercised in Landlord's sole and absolute discretion), be void.

Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not have the right to assign enter into nor permit any Transfer voluntarily or by operation of its rightslaw, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned or delayed. Notwithstanding the foregoing, provided Tenant agrees that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease shall not be considered unreasonably withheld if (i) to the proposed transferee is an entity which controls, is controlled by existing tenant of Landlord or under common control with Tenant (the “Affiliate Parties”)an affiliate of Landlord, (ii) the business, business reputation or creditworthiness of the proposed transferee is unacceptable to a Financing Party as collateral securityLandlord, (iii) to any person Landlord or entity purchasing or otherwise succeeding an affiliate of Landlord has comparable space available for lease by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, proposed transferee or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement is in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant default under this Lease unless and until or any act or omission has occurred which would constitute a foreclosure on default with the collateral assignmentgiving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under this Lease. Landlord’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) provision of this Lease or to be a consent to any Transfer. Any Transfer not in conformity with this Section 15(a), in form and content satisfactory to 18 shall be void at the option of Landlord. (b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has a tangible net worth at least equal to that of Tenant as of the date of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease. (c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall not have pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the Premises transferred. (d) If Tenant requests Landlord’s consent to a right Transfer, Tenant shall provide Landlord, at least 15 days prior to sublet all or any portions the proposed Transfer, current financial statements of the Leased Premisestransferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any Transfer for which Landlord’s consent is requested.

Assignment and Subletting. (a) 7.1 Except as otherwise expressly provided in this Lease, Tenant shall not have the right to assign assign, transfer or otherwise encumber, including an assignment or transfer by operation of law (collectively, “assign”) this Lease or all or any of its rightsTenant’s rights hereunder or interest herein, duties or obligations under this Lease sublet or permit anyone to use or occupy (collectively, “sublet”) the Premises or any part thereof, without obtaining the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole discretion (subject to the remainder of this Article VII). Notwithstanding any of the foregoing to the contrary, provided no Event of Default exists under this Lease, and subject to Landlord’s rights and Tenant’s obligations pursuant to Sections 7.3, 7.4 and 7.5 below, Landlord shall not unreasonably withhold, condition or delay its consent to any proposed subletting of the entire or any portion of the Premises or assignment of the Lease in its entirety. For purposes of the immediately preceding sentence, it shall be reasonable for Landlord to withhold its consent if, for example: (i) the proposed subtenant or assignee is engaged in a business, or the Premises will be used in a manner, that is inconsistent with the first class image of the Building; or (ii) Landlord is not reasonably satisfied with the financial condition of the proposed subtenant or assignee, taking into account Tenant’s continuing primary liability under this Lease; or (iii) the proposed use of the Premises is not in compliance with Article VI or is not compatible with the other uses within, and the terms of other leases with respect to, the Building; or (iv) the proposed subtenant or assignee is a governmental or quasi- governmental agency; or (v) the holders of Mortgages encumbering the Building shall fail to consent (Landlord hereby agreeing to use commercially reasonable efforts to obtain such consent if Landlord approves such transaction); or (vi) the proposed subtenant or assignee is either (A) an existing tenant of the Building (or any parent, subsidiary or affiliate thereof) if Landlord has adequate space available in the Building for a comparable term, or (B) for a period of one hundred eighty (180) days following the submission of a written proposal for the lease of space (and thereafter if a mutual agreement such as a letter of intent is executed within such period), any other person or entity with which Landlord is in the process of negotiating for the rental of space in the Building; or (vii) either such assignment or sublease or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or Landlord’s Representatives pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended from time to time. Any attempted assignment, transfer or other encumbrance of this Lease or all or any of Tenant’s rights hereunder or interest herein, and any sublet or permission to use or occupy the Premises or any part thereof not in accordance with this Article VII, shall, at Landlord’s election, be void and of no force or effect. Any assignment or subletting, Landlord’s consent thereto, the listing or posting of any name other than Tenant’s, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not be unreasonably withheldconstrued either (x) as waiving or releasing Tenant from any of its liabilities or obligations under this Lease as a principal and not as a guarantor or surety, conditioned for all of which liabilities and obligations Tenant shall remain fully liable hereunder, or delayed(y) as relieving Tenant or any assignee or subtenant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment or subletting. As security for this Lease, Tenant hereby assigns to Landlord the rent due from any assignee or subtenant of Tenant. During any period that there exists an uncured Event of Default under this Lease, Tenant hereby authorizes each such assignee or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (collectively “mortgage”) this Lease. Tenant shall pay to Landlord an administrative fee equal to five hundred dollars ($500) plus all other reasonable, out-of-pocket, third party expenses (including reasonable attorneys’ fees and accounting costs) incurred by Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment, subletting, or mortgage, and Landlord’s receipt of such sum shall be a condition to Landlord providing such consent. Any sublease, assignment or mortgage shall, at Landlord’s option, be effected on forms reasonably approved by Landlord. Tenant shall deliver to Landlord a fully executed copy of each agreement evidencing a sublease, assignment or mortgage, and Landlord’s consent thereto, within ten (10) days after execution thereof. (a) If Tenant is or becomes a partnership or a limited liability company, then any event (whether voluntary, concurrent or related) resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by operation of law) of the partners or members, as applicable, owning a controlling interest in Tenant (including each general partner or manager, as applicable), or any structural or other change having the effect of limiting the liability of the partners shall be deemed a prohibited assignment of this Lease subject to the provisions of this Article. If Tenant is or becomes a corporation or a partnership with a corporate general partner, then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Tenant (or such corporate general partner), shall be deemed a prohibited assignment of this Lease subject to the provisions of this Article; provided, however, that if Tenant is a corporation whose stock is traded through a national or regional exchange or over the counter market, then the foregoing portion of this sentence shall be applicable only if such event has or is intended to have the effect of limiting liability under this Lease. (b) Notwithstanding anything contained in this Article VII to the contrary, provided no Event of Default exists hereunder, Tenant may, upon not less than ten (10) days’ prior written notice to Landlord (which notice shall contain a written certificate from Tenant signed by an authorized representative of Tenant, containing a representation as to the true, correct and complete legal and beneficial relationship of Tenant and the proposed assignee, transferee or subtenant) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 7.4 and 7.5 below, assign or transfer its entire interest in this Lease or sublease the entire or any portion of the Premises to an Affiliate of Tenant. In the event of any such assignment or subletting, Tenant shall remain fully liable as a primary obligor for the payment of all rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. Notwithstanding the foregoing, if Tenant structures an assignment or sublease to an entity that meets the definition of an Affiliate of Tenant for the purpose of circumventing the restrictions on subleases and assignments provided that there elsewhere in this Article VII, then such subtenant or assignee shall conclusively be deemed not to be an Affiliate of Tenant and subject to all such restrictions. If the transaction in question is subject to regulatory or contractual confidentiality requirements, the ten (10) day notice period set forth above shall not then apply but Tenant shall notify Landlord of said transfer or sublease to an Event Affiliate of Default on Tenant within ten (10) days following the date of transfer or sublease. 7.3 If at any time during the Lease Term Tenant desires to assign or sublet all or part of this Lease or the Premises and the same is subject to Landlord’s consent, then in connection with Tenant’s request to Landlord for Landlord’s consent where required, Tenant shall give to Landlord a Tenant’s Sublease Request Notice, which shall specify the Proposed Sublet Space and the Proposed Sublet Term, evidence of financial responsibility of such proposed assignee, subtenant or an event other party in light of the financial obligation being assigned to such party, and a certification executed by Tenant and such party stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. 7.4 Except as set forth in Section 7.2(b) concerning Affiliates, Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to which a the Proposed Sublet Space for the Proposed Sublet Term by sending Tenant written notice of default has been given that remains uncuredsuch termination within twenty (20) days after Landlord’s receipt of Tenant’s Sublease Request Notice. Notwithstanding any of the foregoing to the contrary, if Landlord sends Tenant a written notice pursuant to the preceding sentence indicating Landlord’s intention to terminate this Lease with respect to the Proposed Sublet Space, then Tenant mayshall have the right, without Landlord’s consent but upon prior for a period of five (5) business days after receipt of such notice, to withdraw (by written notice to Landlord) Tenant’s Sublease Request Notice. If the Proposed Sublet Space does not constitute the entire Premises and/or if the Proposed Sublet Term does not constitute the entire remaining term hereof, and if Landlord so terminates, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date and such space shall thereafter be deleted from the Premises for the Proposed Sublet Term, and (b) as to that portion of the Premises (if any) which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Base Rent and additional rent shall be reduced pro rata, and (c) if applicable, as of the expiration of the Proposed Sublet Term, Landlord shall return the Proposed Sublet Space to Tenant in its then as-is condition for the remainder of the term hereof. Landlord shall perform any and all construction and other work required to permit the operation of the Proposed Sublet Space separate from the balance of the Premises, in its sole discretion assign all which event Tenant shall pay to Landlord as additional rent fifty percent (50%) of its rightsthe costs and expenses incurred by Landlord in connection therewith. If the Proposed Sublet Space constitutes the entire Premises and the Proposed Sublet Term constitutes the entire remaining term hereof, dutiesand Landlord so terminates, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date. 7.5 If any sublease or obligations assignment (whether by operation of law or otherwise, including an assignment pursuant to the Bankruptcy Code or any Insolvency Law) provides that the subtenant or assignee thereunder is to pay any amount in excess of the sum of (a) the rent and other charges due under this Lease plus (ib) the reasonable out-of-pocket expenses (excluding, however, any costs attributable to an entity vacancy periods or “downtime”) reasonably incurred by Tenant in connection with the procurement of such sublease, assignment or other transfer (which controls, is controlled by or under common control with Tenant (expenses shall be amortized on a straight-line basis over the “Affiliate Parties”initial sublease term for the purposes hereof), then, whether such net excess be in the form of an increased monthly or annual rental, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form of payment having the effect of a “disguised” rental payment (iiand if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord, along with Base Rent, fifty percent (50%) of any such net excess or other premium, which amount shall be calculated and paid by Tenant to Landlord on a Financing Party monthly basis as collateral securityadditional rent. Notwithstanding the foregoing, (iii) Landlord is not intending to receive any amounts considered to be based on the net income or profits of Tenant or any subtenant. Acceptance by Landlord of any payments due under this Section shall not be deemed to constitute approval by Landlord of any sublease or assignment, nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease or assignment. 7.6 All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee (provided that Landlord’s consent to any further assignments of the Lease or further sublet of any portion of the Premises shall be at Landlord’s sole and absolute discretion), and Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord’s request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or entity purchasing Landlord succeeds to Tenant’s interest in the Premises by voluntary surrender or otherwise, at Landlord’s option the subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease. 7.7 Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed subtenant or assignee claims that Landlord has unreasonably withheld or delayed its consent or otherwise succeeding by reason has breached or acted unreasonably under this Article VII, the sole remedies shall be a suit for contract damages (other than damages for injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring) or a reorganizationdeclaratory judgment and an injunction for the relief sought, merger or consolidation to and Tenant hereby waives the provisions of any statute, and all or substantially all of the assets of Tenant, provided it includes the Improvementsother remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the Solar Facilityextent permitted under all applicable Laws, or (iv) to a purchaser on behalf of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordproposed subtenant or assignee. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. A. This Lease shall be fully assignable by the Landlord or its successors and assigns, in whole or in part in connection with Landlord’s sale or transfer of its interest in the Premises (asubject to Landlord and Tenant agreeing on applicable and customary agreements severing and modifying this Lease in their good faith reasonable discretion), provided Tenant’s obligations shall not be materially increased and its rights not materially diminished. B. Landlord shall have the right to sell or convey the entire Premises subject to this Lease or to assign its right, title and interest as Landlord under this Lease in whole or in part. In the event of any such sale or assignment other than a security assignment, Tenant shall attorn to such purchaser or assignee and Landlord shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Landlord contained herein, except for obligations or liabilities accrued prior to such assignment or sale. C. Tenant acknowledges that Landlord has relied both on the business experience and creditworthiness of Tenant and upon the particular purposes for which Tenant intends to use the Premises in entering into this Lease. Subject to the terms of this Section 21 where a Transfer is expressly permitted without the prior written consent of Landlord, any Transfer by Tenant, including, without limitation, any of the following Transfer events shall require Landlord’s written consent which consent may be granted or withheld in Landlord’s sole and absolute discretion: (i) an assignment, transfer, conveyance, pledge or mortgage of this Lease or any interest therein, whether by operation of law or otherwise; (ii) a direct or indirect transfer of fifty percent (50%) or more of an interest in Tenant (whether by stock, partnership interest or otherwise, voluntarily or by operation of law); provided, however, any (A) Affiliate Transfer (subject to the provisions of Section 21(F) or (B) Transfer where following the completion of said transaction the transferee has an investment grade credit rating and the assignee remains fully and primarily liable hereunder shall not require Landlord’s prior written consent; (iii) no direct or indirect interest in Tenant shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of Tenant; (iv) no change of Control of Tenant shall occur, provided that Landlord consent shall not be required (but prior written notice to Landlord shall be required unless Tenant is Publically traded) under this clause (iv) if the following conditions are satisfied: (A) immediately following such change of Control of Tenant, Tenant has an investment grade rating (public or private) pursuant to ratings established by either (x) Standard & Poor’s; (y) ▇▇▇▇▇’▇; or (z) at least two (2) of the following Nationally Recognized Statistical Ratings Organizations (NRSRO): Fitch, Morningstar, Kroll, and ▇▇▇▇-▇▇▇▇▇; or (B) prior to such change of Control of Tenant, both of the following conditions are satisfied: (x) this Lease is amended (by written instrument reasonably acceptable to Landlord) to increase the then-applicable Base Rent by five percent (5%) (and which Base Rent, as so increased, shall continue to increase by two percent (2%) each year during the Term and each Renewal Term), and (y) Tenant delivers to Landlord a Letter of Credit in an amount equal to the aggregate Base Rent scheduled to be paid by Tenant to Landlord hereunder from the date of delivery of such Letter of Credit until the date that is twenty-four (24) months thereafter as an additional Security Deposit, to be held by Landlord for the balance of the Term; and (v) Tenant shall not have sublet all or any part of the right Premises (except as expressly permitted herein) (each of items (i) through (v) are hereinafter referred to assign as a “Transfer”). In addition, no interest in Tenant, or in any individual or person owning directly or indirectly any interest in Tenant, shall be transferred, assigned or conveyed to any individual or person whose property or interests are subject to being blocked under any of its rightsthe OFAC Laws and Regulations and/or who is in violation of any of the OFAC Laws and Regulations, duties and any such transfer, assignment or obligations under this Lease without the prior consent of Landlord, which consent conveyance shall not be unreasonably withheldeffective until the transferee has provided written certification to Tenant and Landlord that (A) the transferee or any person who owns directly or indirectly any interest in transferee, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event individual or entity whose property or interests are subject to being blocked under any of Default on the part OFAC Laws and Regulations or is otherwise in violation of Tenant the OFAC Laws and Regulations, and (B) the transferee has taken reasonable measures to assure than any individual or entity who owns directly or indirectly any interest in transferee, is not an event with respect individual or entity whose property or interests are subject to which being blocked under any of the OFAC Laws and Regulations or is otherwise in violation of the OFAC Laws and Regulations; provided, however, the covenant contained in this sentence shall not apply to any person to the extent that such person’s interest is in or through a notice of default has been given that remains uncuredU.S. Publicly-Traded Entity. D. Except as expressly provided otherwise herein, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, a Transfer shall be subject to the satisfaction of such conditions as Landlord shall determine in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvementsand absolute discretion, including, without limitation, the Solar Facilityproposed transferee having satisfactory creditworthiness as determined by Landlord in its sole and absolute discretion. In addition, or (iv) any such consent shall be conditioned upon the payment by Tenant to a purchaser Landlord of the Improvementsall commercially reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such consent, including, without limitation, the Solar Facilityreasonable attorneys’ fees. Prior The provisions of this Section 21 shall apply to every Transfer requiring Landlord consent regardless of whether voluntary or not, or whether or not Landlord has consented to any assignment: (i) previous Transfer. Except as expressly permitted by the terms of this Lease or otherwise expressly agreed to by Landlord in writing in conjunction therewith, no Transfer shall relieve Tenant of its obligations under this Lease, it being understood that the initial Tenant under this Lease always shall remain liable and responsible for the entity obligations of the tenant hereunder. Any Transfer in violation of this Section 21 shall be voidable at the sole option of Landlord. E. Notwithstanding the foregoing, but subject to whom the conditions set forth in the following sentence, the prior written consent of Landlord shall not be required for the assignment by Tenant of this Lease to an Affiliate (an “Affiliate Transfer”) of Tenant, or the transfer of the voting stock of Tenant to an Affiliate of Tenant in a single transaction or a series of transactions. Tenant’s right to complete an assignment or transfer contemplated by the preceding sentence shall be made, subject to the satisfaction of the following conditions precedent at the time of the proposed assignment or transfer: (1) no Event of Default shall contemporaneously with the assignment, execute have occurred and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and be continuing; (ii2) Tenant shall provide Landlord with reasonable evidence written notice of such proposed assignment or transfer at least thirty (30) days prior to the anticipated date of such assignment or transfer; provided that the assignee fits within one of (i) through (iv) above. For the avoidance of doubtif Tenant is publicly traded, any collateral assignment to a Financing Party Tenant shall not require any be obligated to provide Landlord with prior notice of such collateral assignee Affiliate Transfer, but shall provide Landlord with written notice of such Affiliate Transfer within five (5) days following such Transfer; (3) Tenant and such Affiliate transferee shall execute such commercially reasonable and appropriate documents to assume evidence the obligations of Tenant under this Lease unless and, to the extent applicable, such Affiliate, as lessee, hereunder and until a foreclosure on the collateral assignment. Landlord agrees shall provide evidence that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a)such Transfer qualifies as an Affiliate Transfer hereunder, in form and content satisfactory to each case as reasonably required by Landlord. (b4) The assignor Tenant shall not remain primarily liable and responsible for the obligations of the Tenant hereunder. Notwithstanding the foregoing, but subject to the conditions set forth in the following sentence, Tenant shall have a the right to sublet all sublease upon prior written notice to Landlord but without Landlord’s consent to: (i) any wholly-owned subsidiary or Affiliate of Tenant and/or (ii) to any portions sublessee in a transaction leasing three (3) or more of the Leased Premisespremises under a Separate Lease. Tenant’s right to sublease the Premises as contemplated by the preceding sentence shall be subject to the following conditions: (1) no Event of Default shall have occurred and be continuing; and (2) the proposed sublease will not result in a violation of any term or condition of this Lease (3) any such sublease shall be subordinate to this Lease and Tenant shall remain primarily liable and responsible for the obligations of the Tenant under this Lease notwithstanding such sublease; and (4) the Premises subject to such subleases shall be used for the uses permitted herein and shall otherwise be operated and maintained in accordance with the terms and conditions of this Lease.

Assignment and Subletting. (a) Tenant shall not have Except as otherwise set forth herein, neither the right to Limited Tenants nor Express may assign this Agreement in whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet any Leased Premises (each of its rights, duties or obligations under this Lease the foregoing a “Transfer”) without the prior written consent of Landlordthe other, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained herein to the contrary, any Transfer which may occur by operation of law or otherwise as a consequence of a transfer of interests (whether as a matter of right or pursuant to consent) under the pertinent provisions of the “LLC Agreement” (as defined in the Unit Purchase Agreement) shall be permitted without the consent of the other party; provided that, if Limited’s financial exposure is increased or otherwise adversely affected as a consequence thereof, then Express shall provide to Limited reasonable security as a consequence thereof. Notwithstanding the foregoing, provided that there is not then an Event but subject to the terms of Default on the part of Prime Lease, Limited Tenant or an event with respect to which and Express may each effect a notice of default has been given that remains uncured, then Tenant mayTransfer, without Landlord’s the consent but upon prior written notice of the other party, to Landlord, in its sole discretion assign all any one of its rightsAffiliates, dutiesprovided, or obligations under this Lease (i) to however, that, except as otherwise contemplated in the Transaction Documents, if at anytime after such permitted Transfer the transferee is no longer an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitationsuch party, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment event terminating such affiliation shall be made, shall contemporaneously with deemed a Transfer subject to the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordpreceding sentence. (b) In the event of any Transfer, whether or not Limited Tenant or Express as the case may be, grants its consent to such Transfer or withholds its consent to such Transfer, the respective parties shall not have remain fully liable to perform their duties under this Agreement following a right Transfer. (c) Any proposed Transfer shall also be subject to sublet all or any portions the restrictions and requirements set forth in the Prime Lease. Any purported Transfer consummated in violation of the Leased Premisesprovisions of this Section 10 shall be null and void and of no force or effect.

Assignment and Subletting. Prohibition against Leasehold Financing. (ai) Except as specifically provided in this Paragraph 21 and subject to the terms hereof, Tenant shall not assign this Lease, voluntarily or involuntarily, whether by operation of law or otherwise. Tenant shall have the right to assign any of its rightsright, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon thirty (30) days prior written notice to LandlordLandlord and Lender, with no consent of Landlord or Lender being required or necessary ("Preapproved Assignment") (A) to assign this Lease either in its sole discretion assign all of its rightsentirety ("Complete Assignment") or (B) from time to time to cause Landlord to bifurcate this Lease into two leases ("Lease Bifurcation"), duties, or obligations under one lease for one Related Premises (the "Bifurcated Premises") to be leased to a Preapproved Assignee (as hereinafter defined) upon the terms and conditions set forth in this Lease (i) to an entity which controls, but shall specifically provide that it is controlled by or under common control with Tenant (the “Affiliate Parties”not cross-defaulted this Lease), and one lease for the remaining Related Premises which will continue to be subject to this Lease, as amended (iieach, a "Bifurcated Lease"), provided that (1) the Basic Rent under each such Bifurcated Lease shall be allocated among each of the Related Premises as provided in Exhibit "F", (2) Tenant assigns its interest in this Lease with respect to the Bifurcated Premises (each such Lease Bifurcation, a "Partial Assignment") in accordance with the terms and conditions of this Paragraph 21, and (3) any such Complete Assignment or each Partial Assignment is to a Financing Party Person (a "Preapproved Assignee") which meets the following applicable criteria: (x) in the case of a Complete Assignment which, as collateral securitya matter of Law, results from a merger, the successor Tenant shall have, after giving effect to such merger, a net worth at least equal to Tenant's net worth immediately prior to such merger, (iiiy) to any person or entity purchasing or otherwise succeeding by reason in the case of a reorganization, merger or consolidation to the sale of all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment sale shall be maderesult in a Complete Assignment, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that immediately after giving effect to such purchase, the assignee fits within one shall have a net worth at least equal to Tenant's net worth immediately prior to such purchase, and (z) in all other cases, immediately following such assignment the assignee will have an Investment Grade Rating. All determinations of net worth in this Paragraph 21(a)(i) shall be made in accordance with GAAP. (iii) If Tenant desires to assign this Lease, whether by operation of law, through (iv) above. For the avoidance of doubta Complete Assignment or a Partial Assignment, any collateral assignment or otherwise, to a Financing Party Person (a "Non-Preapproved Assignee") who would not be a Preapproved Assignee (a "Non-Preapproved Assignment") then Tenant shall, not less than ninety (90) days prior to the date on which it desires to make a Non-Preapproved Assignment submit to Landlord and Lender information regarding the following with respect to the Non-Preapproved Assignee (collectively, the "Review Criteria"): (A) credit, (B) capital structure, (C) management, (D) operating history, (E) proposed use of the Leased Premises and (F) risk factors associated with the proposed use of the Leased Premises by the Non-Preapproved Assignee, taking into account factors such as environmental concerns, product liability and the like. Landlord and Lender shall review such information and shall approve or disapprove the Non-Preapproved Assignee no later than the thirtieth (30th) day following receipt of all such information, and Landlord and Lender shall be deemed to have acted reasonably in granting or withholding consent if such grant or disapproval is based on their review of the Review Criteria applying prudent business judgment. If a response is not received by Tenant from Landlord and Lender by the expiration of such thirty (30) day period such Non-Preapproved Assignee shall be deemed disapproved. (iii) If Tenant assigns its rights and interest under this Lease except as expressly set forth below, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or contingent, including the obligations of Tenant which may have arisen on or prior to the date of such assignment, by a written instrument delivered to Landlord at the time of such assignment. With respect to each assignment, the assignee shall not require any such collateral assignee be required to assume the obligations of Tenant which may have arisen on or prior to the date of such assignment with respect to the Leased Premises or the Bifurcated Premises, as applicable, if Tenant provides Landlord evidence satisfactory to Landlord in its reasonable discretion that (1) the Leased Premises or the Bifurcated Premises, as applicable, is in the physical condition required by this Lease as evidenced by report issued by an independent thirty party engineering firm reasonably acceptable to Landlord, (2) no Environmental Violation exists as evidenced by a report issued by an environmental consulting firm reasonably acceptable to Landlord, and (3) all applicable Impositions have been properly adjusted between Tenant and the assignee as of the assignment date. Upon a Complete Assignment to a Preapproved Assignee which has an Investment Grade Rating in accordance with the terms and conditions of this Paragraph 21, Tenant shall be relieved of all of its obligations under this Lease unless and until arising after such Complete Assignment. Upon a foreclosure Complete Assignment where the assignee is a Preapproved Assignee solely on the collateral basis of clause "(y)" of Paragraph 21 (a) (i), Tenant shall be relieved of all of its obligations under this Lease, whether arising before or after such Complete Assignment, provided that such Preapproved Assignee assumes all of Tenant's obligations under the Lease, actual or contingent, including the obligations of Tenant which may have arisen on or prior to the date of such Complete Assignment, by a written instrument delivered to Landlord at the time of such assignment. Upon a Partial Assignment of this Lease to a Preapproved Assignee which has an Investment Grade Rating in accordance with the terms and conditions of this Paragraph 21, Tenant shall be relieved of all of its obligations under this Lease with respect to the Bifurcated Premises arising after such assignment. No assignment shall impose any additional obligations on Landlord agrees that upon the written request of Tenantunder this Lease, and at and, except as expressly set forth above, no expense to Landlord, Landlord assignment shall sign a separate written consent for affect or reduce any of the assignments listed in subsections obligations of Tenant (i) through (iv) of this Section 15(aincluding but not limited to Tenant's liability with respect to Surviving Obligations), which shall remain in form full force and content satisfactory to Landlordeffect as obligations of a principal and not as obligations of a guarantor, as if no assignment had been made. (bi) Tenant shall not have a the right to sublet all or any portions portion of either Related Premises without having obtained the approval of Landlord which consent shall not be unreasonably withheld or delayed. Landlord agrees that it shall not have the right to withhold or delay its consent to any proposed subletting so long as Tenant agrees in writing at the time consent to such subletting is requested to assign to Landlord the subrents collected thereunder in accordance with the terms and provisions of Paragraph 21(e) (a "Preapproved Sublet"). (ii) With respect to any sublease of an entire Related Premises for a term of at least five (5) years or, if less, the balance of the Term minus one day which sublease requires the subtenant to pay Rent at least equal to Basic Rent and Additional Rent allocable to such Related Premises and comply with all other terms and conditions of this Lease to the extent applicable to the Related Premises (such sublease being referred to as a "Protected Sublease") and such subtenant either (A) meets the criteria of a Preapproved Assignee pursuant to Paragraph 21(a)(i) or (B) has been approved by Landlord and Lender in accordance with the procedure set forth in clause (ii) of Paragraph 21(a), (each such subtenant, a "Protected Subtenant"), so that if this Lease is terminated by reason of the occurrence of an Event of Default, Landlord will recognize such Protected Sublease as a direct lease of the Related Premises. Such recognition and agreement by Landlord to treat such sublease as a Protected Sublease, shall not be effective unless such Protected Subtenant executes and delivers to Landlord a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit "E" (modified as appropriate to govern the Landlord and such subtenant as the parties and the sublease as the protected leasehold). With respect to a proposed Protected Subtenant pursuant to clause "(B)" above, Landlord shall provide its approval or disapproval in writing within thirty (30) days of Tenant's written request and submission of all required information and any disapproval by Landlord shall state the reasons for such disapproval. (iii) Each sublease of either of the Related Premises shall (A) subject to the provisions of Paragraphs 21(b) and 32, be expressly subject and subordinate to this Lease and any Mortgage encumbering the Leased Premises; (B) not extend beyond the then current Term minus one day; (C) subject to the provisions of Paragraphs 21(b) and 32, terminate upon any termination of this Lease, unless Landlord elects in writing, to cause the sublessee to attorn to and recognize Landlord as the lessor under such sublease, whereupon such sublease shall continue as a direct lease between the sublessee and Landlord upon all the terms and conditions of such sublease; and (D) bind the sublessee to all covenants contained in Paragraphs 4(a), 10 and 12 with respect to subleased premises to the same extent as if the sublessee were the Tenant. No sublease shall affect or reduce any of the obligations of Tenant hereunder or, except as provided in Paragraph 21(b)(ii), impose any additional obligations on Landlord under this Lease. (c) Concurrently with Tenant's execution of any assignment or sublease, Tenant shall provide to Landlord a completed certification substantially in the form attached hereto as Exhibit "G", executed by the proposed assignee/sublessee and, in connection with a Preapproved Assignment or Protected Sublease, such other information reasonably required by Landlord to establish that any proposed Preapproved Assignment or Protected Sublease satisfies the criteria set forth above. (d) Tenant shall, within ten (10) Business Days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy thereof to Landlord which, in the event of an assignment, shall be in recordable form. (e) The provisions of this Paragraph 21(e) shall be applicable in the event of a request by Tenant for consent to a Preapproved Sublet pursuant to Paragraph 21(b) or with respect to any Protected Sublease. Tenant shall grant, convey and assign to Landlord all right, title and interest of Tenant in and to such sublease any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom which assignment shall not be subject to any assignment from Tenant to any other Person. Landlord shall grant to Tenant a license to collect and enjoy all rents and other sums of money payable under such sublease, provided, however, that during the continuance of an Event of Default, Landlord shall have the absolute right at any time upon notice to Tenant and any subtenants to revoke said license and to collect such rents and sums of money and to apply the same to Rent next due and owing. Tenant shall not consent to, cause or allow any modification or alteration of any of the terms, conditions or covenants of any Protected Subleases or the termination thereof, without the prior written approval of Landlord which consent shall not be unreasonably withheld nor shall Tenant accept any rents more than thirty (30) days in advance of the accrual thereof. (f) Tenant shall not have the power to mortgage, pledge or otherwise encumber its interest under this Lease or any sublease of either of the Related Premises, and any such mortgage, pledge or encumbrance made in violation of this Paragraph 21 shall be void and of no force and effect. (g) Landlord may sell or transfer its interest in the Leased Premises at any time without Tenant's consent to any third party (each a "Third Party Purchaser"), provided, however, Landlord shall not, without Tenant's prior written consent which consent shall not be unreasonably withheld, delayed or conditioned, sell the Leased Premises or assign its interest in this Lease to (i) to a Competitor of Tenant or (ii) a Person with which Tenant would be required to consolidate its financial statements under GAAP. In the event of any such transfer not in violation of this Paragraph 21(g), Tenant shall attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder.

Assignment and Subletting. 8.1. Tenant shall not (a) Tenant shall not have the right to assign any of its rights(whether directly or indirectly), duties in whole or obligations under in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, or (c) mortgage or pledge the Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding Tenant shall deliver to Landlord a non-refundable administrative fee in the foregoingamount of FIVE HUNDRED AND 00/100 ($500.00) DOLLARS in connection with any request for Landlord’s consent to any assignment or subletting. Tenant may, provided that there is not then an Event however, assign this Lease or sublease a portion of Default on the part Premises to a wholly-owned subsidiary, parent company, corporate affiliate of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral securitysuccessor entity by way of merger, (iii) to any person consolidation or entity purchasing or otherwise succeeding by reason the sale of a reorganization, merger or consolidation to all or substantially all of the assets or corporate stock of TenantTenant (a “Related Entity”) provided that Tenant advises Landlord, provided it includes in writing, in advance, and otherwise complies with the Improvementssucceeding provisions of this Section 7. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder; and in the case of any assignment, includingLandlord shall retain all rights with respect to the Security. Any purported assignment, mortgage, transfer, pledge or sublease made without limitation, the Solar Facility, or prior written consent of Landlord (iv) except to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (iRelated Entity) Tenant and the entity to whom the assignment shall be made, absolutely null and void. No assignment of this Lease shall contemporaneously with be effective and valid unless and until the assignment, execute assignee executes and deliver delivers to Landlord an original executed Assignment any and Assumption Agreement all documentation reasonably required by Landlord in form and content satisfactory order to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one assignee’s assumption of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the all obligations of Tenant under hereunder accruing from and after the effective date of such assignment. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. If this Lease unless and until a foreclosure on is assigned, or if the collateral assignment. Landlord agrees that upon the written request of Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of its rights), collect Rent from the assignee, subtenant or occupant. In the event of an assignment of this Lease and at no expense the payment of consideration from the assignee to the Tenant for its leasehold interest in connection therewith, 50% of such consideration shall be paid to Landlord, Landlord shall sign a separate written consent for any after first deducting therefrom all actual out-of-pocket expenses incurred by Tenant in effecting such assignment. With respect to the allocable portion of the assignments listed Premises sublet, in subsections the event that the total rent and any other considerations received under any sublease by Tenant is greater than the total Rent required to be paid, from time to time, under this Lease, Tenant shall pay to Landlord fifty percent (i) through (iv50%) of this Section 15(a)such excess as received from any subtenant, after first deducting therefrom all actual out-of-pocket expenses incurred by Tenant in form effecting such sublease and content satisfactory to Landlord. (b) Tenant such amount shall not have be deemed a right to sublet all or any portions component of the Leased PremisesAdditional Rent.

Assignment and Subletting. (a) Except as hereinafter set forth, Tenant shall may not have the right to assign any of its rights, duties or obligations under sublet this Lease or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned; and any attempted assignment without such consent shall be invalid. Notwithstanding In the foregoingevent of a permitted (pursuant to any provision of this Lease) assignment or subletting, provided that there is not then Tenant shall at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant’s other obligations under the terms, conditions and covenants of this Lease, unless the assignee has or achieves a tangible net worth of at least Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), in which event Tenant shall automatically be released from all subsequent liabilities. Upon the occurrence of an Event event of Default on the default beyond any notice and cure period, if all or any part of Tenant the Leased Premises are then assigned or an event with respect to which a notice of default has been given that remains uncuredsublet, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in addition to any other remedies provided by this Lease or by law, may, at its sole discretion assign option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to constitute a waiver or release of Tenant from the further performance of its rights, duties, or obligations under this Lease or the making of a new lease with such assignee or subtenant. Any request for consent delivered by Tenant to Landlord shall be in writing, accompanied by (i) all information available to an entity which controlsTenant relating to the responsibility, is controlled by financial condition and business of the proposed assignee or under common control with Tenant (the “Affiliate Parties”), subtenant; (ii) a copy of the offer, certified by Tenant to a Financing Party as collateral securitybe true and complete, and (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all copy of the assets of Tenant, provided it includes proposed sublease agreement or assignment instrument to be executed by the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordparties. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. Tenant shall not (a) Tenant shall not have the right to assign any of its rights(whether directly or indirectly), duties in whole or obligations under in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest (i.e. greater than a 25% interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage Tenant’s interest in either or both of the Premises and this Lease or pledge its interest in this Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord (and Landlord’s lender, if applicable), which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding In making its determination to provide or withhold its consent, it shall be reasonable for Landlord to take into consideration both the foregoingbusiness experience and the financial condition of the surviving entity that shall constitute its tenant after the occurrence of any of (a) through (d) above, and Landlord may impose conditions precedent to the issuance of its consent (e.g. delivery of a guarantee or other collateral, whether in the form of a security deposit or otherwise). Tenant may, however, assign this Lease or sublease a portion of the Premises to a wholly-owned subsidiary, provided that there is not then an Event Tenant advises Landlord (and Landlord’s lender, if applicable), in writing, in advance, and otherwise complies with the succeeding provisions of Default on the part of this Section 8. In no event shall any assignment or sublease ever release Tenant or an event any guarantor from any obligation or liability hereunder; and in the case of any assignment, Landlord shall retain all rights with respect to which a notice the Security. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of default has been given that remains uncured, then Tenant may, without Landlord (and Landlord’s consent but upon prior written notice to Landlordlender, in its sole discretion assign all if applicable) shall be absolutely null and void. No assignment of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with effective and valid unless and until the assignment, execute assignee executes and deliver delivers to Landlord an original executed Assignment (and Assumption Agreement Landlord’s lender, if applicable) any and all documentation reasonably required by Landlord (and Landlord’s lender, if applicable) in form and content satisfactory order to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one assignee’s assumption of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. If this Lease is assigned, or if the Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of Landlord’s rights), collect Rent from the assignee, subtenant or occupant. In the event of an assignment of this Lease and the payment of consideration from the assignee to the Tenant in connection therewith, fifty percent (50%) of such consideration shall be paid to Landlord. With respect to the allocable portion of the Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant is greater than (on a pro rata and proportionate basis) the total Rent required to be paid, from time to time, under this Lease unless Lease, Tenant shall pay to Landlord fifty percent (50%) of such excess as received from any subtenant and until such amount shall be deemed a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any component of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordAdditional Rent. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. Tenant shall not (a) Tenant shall not have the right to assign any of its rights(whether directly or indirectly), duties in whole or obligations under in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest (i.e. greater than a 50% interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage or pledge the Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, subsection (b) shall not apply as long as Tenant is a publicly traded company (i.e. Tenant’s stock is listed on the Nasdaq or similar stock exchange). Notwithstanding Tenant may, however, assign this Lease or sublease a portion of the foregoingPremises to a wholly-owned subsidiary, provided that there is not then an Event Tenant advises Landlord, in writing, in advance, and otherwise complies with the succeeding provisions of Default on the part of this Section 8. In no event shall any assignment or sublease ever release Tenant or an event any guarantor from any obligation or liability hereunder; and in the case of any assignment, Landlord shall retain all rights with respect to which a notice of default has been given that remains uncuredthe Security. Any purported assignment, then Tenant maymortgage, transfer, pledge or sublease made without Landlord’s consent but upon the prior written notice consent of Landlord shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to LandlordLandlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in its sole discretion assign all the event of any termination of this Lease. If this Lease is assigned, or if the Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of its rights), dutiescollect Rent from the assignee, subtenant or obligations occupant. In the event of an assignment of this Lease and the payment of consideration from the assignee to the Tenant in connection therewith, 50% of such consideration (after deducting Tenant’s actual cost of such assignment or subletting) shall be paid to Landlord. With respect to the allocable portion of the Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant is greater than (on a pro rata and proportionate basis) the total Rent required to be paid, from time to time, under this Lease Lease, Tenant shall pay to Landlord fifty percent (i50%) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to of such excess as received from any subtenant and such amount shall be deemed a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all component of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordAdditional Rent. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) 9.1. Except as otherwise expressly set forth in this Section 9.1, Tenant shall not have the right to assign any of its rights, duties or obligations under pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent of Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least ten (10) business days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding the foregoingforegoing to the contrary, provided that there is not then an Event of Default on the part either (a) a merger or consolidation of Tenant with another entity, (b) the assignment of this Lease or a sublease of a portion of the Premises to a subsidiary or Affiliate (as hereinafter defined) of Tenant, or (c) a transaction with a corporation to which substantially all of Tenant’s assets are transferred, shall all be deemed an event assignment of this Lease or a sublease of a portion of the Premises, as the case may be (any of such entity being, for the purposes of this Lease, a “Permitted Transferee”), but Landlord’s consent shall not be required therefor so long as: (A) such Permitted Transferee executes an assignment and assumption agreement or a sublease agreement with Tenant, as the case may be, and such agreement contains (1) an assumption by such Permitted Transferee of all of the obligations of Tenant hereunder with respect to which a notice such assignment or sublease, as the case may be, including without limitation, the obligation to pay the Annual Rent, the additional rent and all other amounts provided for under this Lease in case of default has been given that remains uncuredan assignment, then Tenant mayand (2) an agreement by such Permitted Transferee to be and remain liable, without Landlord’s consent but upon prior written notice to Landlordjointly and severally, in its sole discretion assign for all of its rights, duties, or Tenant’s obligations under this Lease (iand in the event that I-Therapeutix, Inc. remains a separate entity from such Permitted Transferee following such transaction, I-Therapeutix, Inc. shall so agree in writing as well), and in either case a copy of such agreement is delivered to Landlord within ten (10) days of such transaction; and (B) in the case of an assignment pursuant to item (b) hereinabove or a transaction described in item (c) hereinabove, at the time of such assignment or transaction, the Permitted Transferee has a tangible net worth (specifically excluding good will), computed in accordance with GAAP, at least equal to the greater of (y) the net worth of Tenant on the Lease Reference Date, and (z) the tangible net worth of Tenant on the date of the proposed assignment or transaction, and proof of such tangible net worth satisfactory to Landlord shall have been delivered to Landlord at least ten (10) business days prior to the effective date of any such assignment or transaction. For the purposes hereof, an “Affiliate” of Tenant shall mean any entity which (v) controls, is controlled by or is under common control with Tenant (the “Affiliate Parties”)Tenant, (iiw) to results from a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all with Tenant, (x) acquires the business being conducted on the Premises by Tenant or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility(y) has entered into a management contract with Tenant, or (ivz) to has at least a purchaser ten percent (10%) ownership interest in Tenant. 9.2. Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Improvementsrent specified in this Lease and for compliance with all of its other obligations under the terms, includingprovisions and covenants of this Lease. Upon the occurrence of an Event of Default, without limitationif the Premises or any part of them are then assigned or sublet, the Solar Facility. Prior Landlord, in addition to any assignment: (i) other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver apply such rent against any sums due to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of from Tenant under this Lease unless Lease, and until no such collection shall be construed to constitute a foreclosure on novation or release of Tenant from the collateral assignment. Landlord agrees that upon the written request further performance of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of ’s obligations under this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have assign, sublet the right to assign whole or any portion of its rightsthe Leased Premises, duties or obligations under this Lease otherwise transfer the Leased Premises without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding ; provided, however, that it shall not be unreasonable for Landlord to withhold such consent if the foregoingsame shall be in violation of any Mortgage or if any Mortgagee shall not give its consent to the same where such Mortgagee is entitled to give such consent by the terms of its Mortgage; provided, provided further, that there is not then an Event of Default on the part of Tenant or an event if required by such Mortgagee with respect to which a notice any request to assign this Lease, the consent to the assignment shall be conditioned upon the agreement of default has been given that remains uncuredTenant to remain liable under the Lease. If Tenant shall desire to obtain Landlord's consent to any such transfer, then Tenant may, without Landlord’s consent but upon prior shall give written notice thereof to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease which notice shall be accompanied by (i) to an entity which controls, is controlled by a conformed or under common control with Tenant (photostatic copy of the “Affiliate Parties”)proposed assignment or sublease, (ii) to a Financing Party as collateral securitystatement setting forth in reasonable detail the identity of the proposed assignee or sublessee, the nature of its business and its proposed use of the Leased Premises, and (iii) current financial information with respect to any person the proposed assignee or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvementssublessee, including, without limitation, the Solar Facilityits most recent financial report, or (iv) if available, and such other information as Landlord may reasonably request. The consent of Landlord shall not be required in connection with an assignment of this Lease pursuant to a purchaser merger or consolidation of Tenant into another entity or in connection with the Improvementssale by Tenant of all or substantially all of its business and assets or a transfer to a parent or subsidiary of Tenant. (b) Subject to the requirements set forth in Section 17(a) hereof, including, without limitation, Tenant may assign this Lease or sublet the Solar Facility. Prior to any assignment: Premises upon condition that: (i) Tenant and the entity to whom the Any assignment shall be madetransfer to the assignee all of Tenant's rights in, shall contemporaneously with the assignmentand interest under, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and this Lease. (ii) Tenant shall provide Landlord with reasonable evidence that At the assignee fits within one time of (i) through (iv) above. For the avoidance of doubtany assignment and/or subletting, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless must be in full force and until a foreclosure effect without any breach or default thereunder beyond applicable notice and grace periods on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any part of the assignments listed in subsections Tenant and without the existence of any condition, matter or state of fact which, with the giving of notice or the passage of time, or both, would constitute an Event of Default hereunder. (iiii) through (iv) of this Section 15(a)Any assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant's obligations under this Lease including any accrued obligations at the time of the assignment. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if the assignee be a corporation) authorizing such assumption agreement, shall be sent to Landlord within ten (10) days from the effective date of such assignment. (biv) A copy of any sublease fully executed and acknowledged by Tenant and the sublessee shall not have a right be mailed to sublet Landlord within ten (10) days from effective date of such subletting. (v) Such assignment and/or subletting shall be subject to all the provisions, terms, covenants and of this Lease and the Tenant-assignor and such assignee(s) shall continue to be and remain liable hereunder, it being expressly understood and agreed that no assignment or any portions subletting of the Leased PremisesPremises shall, in any way, relieve Tenant or any subsequent assignee(s) from the performance of any of the agreements, terms, covenants and conditions of this Lease. (vi) Each sublease shall contain provisions to the effect that (A) such sublease is only for the actual use and occupancy by the sublessee, and (B) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord thereunder, and (C) in the event this Lease shall terminate before the expiration of such sublease, the subtenant thereunder will, at Landlord's option, attorn to Landlord and waive any rights the subtenant may have to terminate the sublease or to surrender possession thereunder, as a result of the termination of this Lease. (c) Notwithstanding anything contained in this Lease to the contrary and notwithstanding any consent by Landlord to any sublease of the Leased Premises or to any assignment of this Lease or any portion thereof, no subtenant shall assign its sublease nor further sublease the Leased Premises or any portion thereof, and no assignee shall further assign its interest in this Lease nor sublease the Leased Premises or any portion thereof, without Landlord's prior written consent in each of such cases. (d) Tenant's failure to comply with all of the provisions and conditions of this Section 17 and all of the subsections hereof shall (whether or not Landlord's consent is required under this Section), at Landlord's option, render any purported assignment or subletting null and void and of no force or effect. (e) Tenant may not mortgage, pledge or otherwise encumber its leasehold estate hereunder, and any attempt to mortgage, pledge or otherwise encumber such estate shall be null and void and of no force and effect without the consent of Landlord.

Assignment and Subletting. (a) Tenant This Lease and all of the provisions hereof shall not have be binding upon and inure to the right to assign benefit of the Parties and their respective successors and permitted assigns, but neither this Lease nor any of its the rights, duties interests or obligations under this Lease hereunder shall be assigned by Tenant, including by operation of law, nor shall the Premises or any portion thereof be sublet by Tenant, in each case, without the prior written consent of Landlord, which except (i) prior to the Closing, to a wholly-owned subsidiary so long as Tenant shall have duly executed and delivered the Guarantee Agreement and such assignment is for all of Tenant's rights, interests and obligations hereunder, (ii) to an Affiliate (as defined in the Asset Sale Agreement) of Tenant in connection with the transfer of the Generating Station to such Affiliate and (iii) to the extent permitted under Article 21 hereto; provided, however, that no assignment, transfer or sublet of rights or obligations by Tenant shall relieve it from the full liabilities and the full financial responsibility, as provided for under this Lease, unless and until the transferee or assignee shall agree in writing to assume such obligations and duties and Landlord has consented in writing to such assumption. To the extent Landlord's consent is required pursuant to the provisions of this Article 18, such consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, Nothing in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) is intended to an entity which controls, is controlled by confer upon any other person except the Parties any rights or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to remedies hereunder or shall create any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to third party beneficiary rights in any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordperson. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant, for itself, its successors and assigns, expressly covenants that Tenant shall not have the right to assign any not, either voluntarily or by operation of its rightslaw, duties assign, transfer, mortgage or obligations under otherwise encumber this Lease or sublet the Premises or any part thereof (each a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding delayed in the foregoingcase of a proposed assignment or subletting; provided, provided that there is however, such consent shall not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncuredbe required, then Tenant may, without Landlord’s consent but upon not less than 10-days prior written notice shall be given to LandlordLandlord for any Transfer, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controlscontrolled by, is controlled by controlling or under common control with Tenant (the “Affiliate Parties”)Tenant, (ii) to a Financing Party as collateral securityan entity into which Tenant is merged or consolidated, (iii) to any person which occurs in connection with a sale, assignment or entity purchasing or otherwise succeeding by reason other transfer of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant; it being agreed that upon any such Transfer pursuant to clause (ii) or (iii) above, provided it includes such transferee shall execute such documentation as shall be reasonably requested by Landlord to effect the Improvementsassumption of this Lease and all of the obligations of Tenant hereunder by such transferee. If Tenant requests L▇▇▇▇▇▇▇’s consent to a Transfer, Tenant, together with such request for consent, shall provide Landlord with the name of the proposed transferee and the nature of the business of the proposed transferee, the term, use, rental rate and all other material terms and conditions of the proposed Transfer, including, without limitation, the Solar Facility, or (iv) to a purchaser copy of the Improvementsproposed assignment, includingsublease or other contractual documents and evidence satisfactory to Landlord that the proposed transferee is financially responsible. Landlord shall respond within twenty (10 ) days to Tenant’s request by either consenting to the Transfer or refusing to consent to the proposed Transfer, without limitationwhich refusal shall be in writing and shall state the reasons therefor. In the event Landlord consents to any such Transfer, the Solar Facility. Prior to any assignment: (i) Tenant Transfer and the entity to whom the assignment consent thereto shall be made, in a form approved by Landlord. Any Transfer consented to by Landlord in accordance with this Article 10 shall contemporaneously with be only for the assignment, execute Permitted Use and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) for no other purpose. In no event shall any Transfer release or relieve Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, from any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have be permitted to transfer or assign this Lease (whether directly or indirectly, including without limitation by any indirect transfer effected through a Subject Transfer (as hereinafter defined); provided, however, that so long as no Event of Default has occurred and is continuing, Tenant may assign its interest in this Lease with the right prior written consent of Landlord and Lender (such consent not to assign be unreasonably withheld) or pursuant to Section 4.1(d). No assignment permitted hereunder shall (a) relieve Tenant of any of its rightsobligations, liabilities or duties or obligations under this Lease without the prior consent of Landlordhereunder, which consent shall be and remain those of a principal and not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”)guarantor, (iib) to a Financing Party as collateral security, (iii) to cause any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all portion of the assets Premises to be tax-exempt use property within the meaning of TenantSection 168(h) of the Internal Revenue Code of 1986, provided it includes the Improvements, including, without limitation, the Solar Facilityas amended, or (ivc) be to a purchaser an assignee that is bankrupt or insolvent as of the Improvements, including, without limitation, the Solar Facility. Prior to any effective date of such assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) The Tenant shall not have a right to sublet may sublease all or any portions part of the Leased PremisesPremises at any time on such terms and conditions as Tenant may desire in its sole discretion, without the consent of Landlord; provided, however, that (i) any such sublease shall be expressly subject and subordinate to this Lease and the Indenture and shall not release Tenant from any of its obligations or liabilities under this Lease; (ii) no such sublease may be entered into if an Event of Default has occurred and is continuing; (iii) any sublessee shall not be bankrupt or insolvent at the inception of the sublease and shall be permitted to use the Premises only as permitted by Section 1.2; (iv) any such sublease shall be for a term that does not extend beyond the Primary Term or any Extended Term, Wintergreen Extended Term or FMV Extended Term that has been irrevocably elected; (v) the subtenant is not a tax-exempt entity within the meaning of Section 168(h) of the Internal Revenue Code of 1986, as amended. Tenant shall supply copies of any sublease to Landlord upon request.

Assignment and Subletting. (a) Subject to Section 6.13(b), Tenant shall may not have the right to assign any of its rights, duties or obligations under this Lease effect a Transfer without the prior written consent of Landlordthe Landlord in each instance, which consent shall will not be unreasonably withheld, conditioned or arbitrarily withheld and the decision as to whether or not such consent will be given will not be unreasonably delayed. Notwithstanding The consent by the foregoingLandlord to any Transfer to a Transferee, provided that there if granted, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against a Transfer is not then an Event to be construed so as to include a prohibition against any Transfer by operation of Default on law. No Transfer shall take place by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a Transfer. (b) Despite Section 6.13(a), the Tenant may assign this Lease or sublet or license the whole or any part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease the Premises: (i) to an entity Affiliate of the Tenant, in which controls, is controlled case the Tenant shall continue to be liable to the Landlord for payment of all amounts payable by or the Tenant to the Landlord under common control with Tenant (the “Affiliate Parties”), this Lease; (ii) to a Financing Party as collateral securitysuccessor of the Tenant by amalgamation or merger with an Affiliate of the Tenant or other corporate reorganization, in which case the Tenant shall continue to be liable to the Landlord for payment of all amounts payable by the Tenant to the Landlord under this Lease; or (iii) in the case of an assignment or subletting, to any person or entity purchasing or otherwise succeeding a Tenant’s Lender as security for a bona fide borrowing by reason the Tenant (which may include a mortgage of this Lease), (such Persons being called a reorganization“Permitted Transferee”) without the Landlord’s consent (a “Permitted Transfer”), merger or consolidation provided that: (iv) prior to all or substantially the date of the Permitted Transfer: (A) the Tenant provides the following to the Landlord: (I) written notice of its intention to effect a Permitted Transfer and the name of the Permitted Transferee to whom the Permitted Transfer is to be made; (II) evidence reasonably satisfactory to the Landlord that the Permitted Transferee qualifies as being a Permitted Transferee; and (III) a copy of the document giving effect to the Permitted Transfer; (B) if requested by the Landlord, the Tenant and the Permitted Transferee execute an agreement with the Landlord in which the Permitted Transferee agrees to be bound by all of the assets Tenant’s Covenants insofar as they relate to the portion of the Premises which is the subject-matter of the Permitted Transfer (but no Permitted Transferee has to covenant with the Landlord to pay the Rent unless the Permitted Transferee is an assignee) as if such Permitted Transferee had originally executed this Lease as tenant. If, however, the Permitted Transferee is a Lender, the Lender will have no obligation to observe or perform the Tenant’s Covenants until such time as the Lender realizes upon its security over the Lease, provided whereupon the Lender shall then be responsible for the observance performance of the Tenant’s Covenant as if such Permitted Transferee had originally executed this Lease as tenant and for rectifying all defaults of the Tenant under this Lease and which are capable of being rectified by a third party; and (C) the Tenant pays the Landlord for all reasonable legal expenses incurred by the Landlord in dealing with the Permitted Transfer; (v) the Tenant is not in default of any of the Tenant’s Covenants in respect of which the Landlord has given the Tenant written notice and the Tenant is not diligently proceeding to rectify the default specified in such written notice; (vi) there is not an outstanding Event of Default; (vii) the provisions of Sections 6.13(e), 6.13(g), 6.13(h)(ii), 6.13(j) and 6.13(l) apply; and (viii) the Permitted Transferee retains at all time the characteristic that made it includes a Permitted Transferee at the Improvementstime of the Permitted Transfer. Upon the Permitted Transferee losing such characteristic, the Tenant shall be deemed to be in default of its obligations in Section 6.13, unless it complies with the provisions of this Section 6.13 (other than this Section 6.13(b)). (c) Notwithstanding the fact that the Landlord may not unreasonably withhold its consent to a Transfer, the Landlord will be considered to be reasonably withholding its consent if its reason or reasons for doing so is or are based upon all or any of the following factors: (i) any applicable factor which a court of law in the Province of Alberta would consider to be reasonable for a landlord of a commercial property of a similar nature and circumstance; (ii) the Tenant is in default of any of the Tenant’s Covenants in respect of which the Landlord has given the Tenant written notice and the Tenant is not diligently proceeding to rectify the default specified in such written notice; (iii) there is an outstanding Event of Default; (iv) a proposed change in the use of the Premises to other than the Permitted Uses; (v) the Transferee not having, in the Landlord’s opinion, a satisfactory financial covenant. (d) If the Tenant intends to effect a Transfer, in whole or in part, the Tenant shall provide the Landlord with prior written notice of its intention to effect a Transfer, which written notice shall set out the name of the proposed Transferee and its principals and be accompanied by such information regarding the proposed Transferee as the Landlord may reasonably require in order to determine whether or not to consent to the proposed Transfer, including, without limitation, information concerning the Solar Facilityprincipals of the Transferee, a detailed breakdown of the proposed Transferee’s, and its principals’, prior business experience, complete credit, financial and business information regarding the proposed Transferee and its principals and a copy of all documents and agreements relating to the proposed Transfer. The Landlord will, within fifteen (15) days after having received such written notice and all such necessary information, notify the Tenant in writing either that it consents (subject to the Tenant complying with all of the provisions of this Section on its part to be complied with) or does not consent to the Transfer. (e) If there is a Transfer of this Lease, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the obligation to obtain the Landlord’s consent to a Transfer, or (iv) to a purchaser the acceptance of the ImprovementsTransferee as tenant, including, without limitation, or a release of the Solar Facility. Prior to any assignment: Tenant from the further performance by the Tenant of the Tenant’s Covenants. (if) Tenant and the entity to whom the Any document evidencing an assignment shall be made, prepared by the Landlord or its solicitors. Any document evidencing the Landlord’s consent to a Transfer shall contemporaneously with be prepared by the assignment, execute Landlord or its solicitors. (g) All reasonable legal and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide expenses incurred by the Landlord with reasonable evidence that respect to a request by the assignee fits within one of (i) through (iv) aboveTenant for the Landlord’s consent to a proposed Transfer will be promptly paid by the Tenant to the Landlord, and, in any event, prior to the Landlord giving its consent. For clarity, such costs shall be paid by the avoidance of doubt, any collateral assignment Tenant whether or not the Landlord consents to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on proposed Transfer if requested by the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (bh) Every Transfer shall be conditional upon the Tenant and the Transferee executing an agreement with the Landlord providing for the following: (i) the Transferee’s agreement to be bound by all of the Tenant’s Covenants by all of the Tenant’s Covenants insofar as they relate to the portion of the Premises which is the subject-matter of the Permitted Transfer (but no Permitted Transferee has to covenant with the Landlord to pay the Rent unless the Permitted Transferee is an assignee) as if such Permitted Transferee had originally executed this Lease as tenant; and (ii) if the Transferee is not an assignee, the Transferee’s agreement that, at the Landlord’s option, all of the Transferee’s right, title and interest in and to the Premises absolutely terminates upon the surrender, release, disclaimer or merger of this Lease, despite the provisions of any Laws to the contrary. (i) If, as a result of any Transfer, the Tenant is entitled, directly or indirectly, as a result of such Transfer to receive a rent, payment, fee or any other consideration, in the form of cash, negotiable instrument, goods, services or in other form whatsoever, which is greater than the Basic Rent payable hereunder to the Landlord, then the Tenant shall pay one-half of any such excess to the Landlord forthwith within 10 days after receipt thereof by the Tenant from time to time. The Tenant shall immediately make available to the Landlord upon reasonable request, all of the Tenant’s books, records and documentation so as to enable the Landlord to verify the receipt or the amount of any such excess. (j) If this Lease is disclaimed or terminated by any trustee in bankruptcy of any Transferee or by the Transferee in accordance with its rights under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), the Tenant shall not have a right be released from its obligations under this Lease, as amended by the document affecting the Transfer, and the Tenant shall, from the date of such disclaimer or termination, continuously, actively and diligently carry on business in the Premises pursuant to sublet all or any portions the terms of this Lease for the balance of the Leased PremisesTerm. The Tenant’s obligations under this section shall survive any such disclaimer or termination. (k) The Tenant agrees that the Landlord shall have no liability for any losses, damages (direct, indirect, consequential, economic or otherwise), costs or expenses incurred by the Tenant as a result of the Landlord unreasonably withholding its consent to any Transfer. The Tenant further acknowledges and agrees that the Tenant’s only remedy in respect of the Landlord unreasonably withholding its consent to a proposed Transfer shall be to bring an application to the courts for a declaration that such Transfer should be allowed. (l) Regardless of any Transfer permitted or consented to by the Landlord, the Tenant shall not be released from its obligation to observe and perform all of the Tenant’s Covenants and the Tenant and the Transferee shall be jointly and severally liable for the performance of the Tenant’s Covenants. (m) The Landlord acknowledges that the following lease agreement and service provider agreement (together the “Current Agreements”) are currently in effect in the Building: (i) Lease Agreement dated June 1, 2008 between Smart Technologies ULC, as landlord and Kids & Company Ltd. (“Kids & Co.”), as tenant, with a term of five (5) years commencing on January 1, 2009 and expiring on December 31, 2014, subject to an extension term expiring on December 31, 2019.; and (ii) Food Services Management Agreement between SMART Technologies ULC and Fresh Selects Enterprises Inc. (“Fresh”), as service provider, dated September 26, 2008. The Landlord acknowledges and agrees that the Current Agreements shall remain in force and effect during the respective terms and renewals or extensions thereof set out therein, shall not be assigned to the Landlord and that the Tenant shall be permitted to agree to any amendments to such Current Agreements directly with Kids & Co. and Fresh, without the consent of the Landlord, provided any such amendments are not contradictory to the terms of this Lease.

Assignment and Subletting. (a) The sale, issuance, or transfer of stock in Tenant shall not have the right be deemed to be an assignment of this Lease. (b) Tenant may assign any of its rights, duties or obligations under this Lease or sublet the Premises without Landlord's consent to any wholly-owned subsidiary or its parent corporation, or to any person or corporation owning a controlling interest in Tenant, or to any company into which Tenant may be merged or consolidated. (c) Except as set forth in this ARTICLE XI, Tenant may not assign this Lease or sublet all or any portion of the Premises to any third party without Landlord's prior consent of Landlordwritten consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding . (d) Tenant shall have the foregoingright to make a collateral assignment of Tenant's leasehold interest in the Premises under this Lease without Landlord's consent in connection with any financing obtained by Tenant, provided that there is not then an Event any leasehold mortgage which encumbers Tenant's leasehold interest hereunder shall provide that the mortgagee, upon exercising its remedies under such mortgage to obtain possession of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncuredPremises, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity shall cure any defaults of Tenant which controls, is controlled are curable by or under common control with Tenant (the “Affiliate Parties”)such mortgagee, (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to shall assign all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant obligations and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations liabilities of Tenant under this Lease unless from and until a foreclosure on after the collateral assignment. Landlord agrees that upon date such mortgagee obtains possession of the written request of TenantPremises, and at no expense (iii) shall be subject to Landlord, Landlord shall sign a separate written consent for any of all the assignments listed in subsections (i) through (iv) terms and conditions of this Section 15(a), in form Lease from and content satisfactory to Landlordafter the date of such possession. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) For any assignment and subletting, subject to the remaining subsections of this Article 13, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, which consent is not to be unreasonably withheld or delayed, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 13(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. Tenant may assign the subject lease or may sublet the premises or any part thereof, without Landlord's consent after notice, to any subsidiary, parent, affiliate or controlled corporation which is owed at least 50% by Tenant, or to any corporation to which Tenant may be converted or with which it may merge with Tenant as survivor, or who acquires substantially all of Tenant's stock or assets provided that as to asset acquisitions, (A) the financial condition of the proposed assignee or sublessee is at least equal to the financial condition of the Tenant as of the date of this Lease, as determined by Landlord in its reasonable judgement, and (B) the prospective assignee and the Tenant enter into an Assignment and Assumption Agreement with Landlord in form and substance satisfactory to Landlord and its legal counsel, providing, INTER ALIA, that the Tenant shall remain bound to Landlord under the Lease. For any other subletting, Landlord agrees that it will not unreasonably withhold, condition or delay its consent. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant ("Landlord's Election Notice") within forty-five (45) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease in the instance of a proposed assignment, or recapture that portion of the Premises proposed to be sublet (and a pro-rata portion of designated and non-designated parking spaces, as aforesaid) and terminate the Lease with respect thereto, in the instance of a proposed sublease; provided, however, that in the event that the Landlord elects to recapture the Premises or such portion as is proposed by Tenant to be sublet, Tenant shall be permitted to withdraw its request for an assignment or sublease by furnishing written notice thereof to Landlord within five (5) days of the date of the Landlord's Election Notice. The Landlord, if it so elects, as an alternative to its option to recapture the Premises or such portion as is proposed by Tenant to be sublet, shall have the right to assign allow said assignment or sublease and, in said instance, Landlord shall be entitled to retain one hundred percent (100%) of any of its rights, duties or obligations additional payments (over and above the Rent and Additional Rent payable under this Lease Lease) received by Tenant from said assignee or sublessee in connection with the assignment or sublease of all or part of the Premises after Tenant's recovery of those reasonable costs and expenses incurred directly in connection therewith. Notwithstanding the language contained in this subsection (b), the Tenant shall have the one time right to sublease up to 5,000 square feet of space in the Premises, subject to the Landlord's approval in accordance with Section 13(a) hereof, without the Landlord having the right to recapture said space provided that said sublease is to one single sublessee for a one time sublease right only. In the event that the sublease is for more than 5,000 square feet, or in the event that the sublease is not the first sublease request under this Section 13, then Landlord shall have all of the recapture rights set forth in this subsection (b). Notwithstanding the language contained in this Section 13(b), the Tenant shall have the right to sublease one hundred percent (100%) of the Premises from time to time without triggering the right of the Landlord to recapture the Premises under this Section 13(b) provided that (i) all of the other terms and conditions set forth in this Section 13 and this Lease are made subject to said sublease, and (ii) Landlord receives one hundred percent (100%) of the excess rent received by Tenant from said sublessee (with no deduction of any costs or expenses incurred by Tenant in connection therewith), and (iii) Landlord shall have the full right to recapture the Premises in the event that said proposed sublease would occur within the last three (3) years of the original term of this Lease or the last eighteen (18) months of any renewal option under this Lease. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. The cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable code requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, at Tenant's sole cost and expense. Upon the completion of any recapture and termination as provided herein, Tenant's remaining Fixed Rent, Operating Expense and remaining monetary obligations of Tenant shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form acceptable to Landlord) within a period of five (5) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of LandlordLandlord to such transaction, which consent shall not be unreasonably withheld. If, conditioned however, Tenant shall not have assigned this Lease or delayedsublet the Premises with Landlord's prior written consent as aforesaid within five (5) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. Notwithstanding For purposes of this Section 13(d), and without limiting the foregoingbasis upon which Landlord may withhold its consent to any proposed assignment or sublease, provided the parties agree that there it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (v) Tenant is proposing a sublease at a rental or subrental rate which is substantially less than the then fair market rental rate for the portion of the Premises being subleased or assigned, or Tenant is proposing to assign or sublease to an Event existing tenant of Default on the part Building or another property owned by Landlord or by its partners, or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating; (vi) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of Tenant code requirements, or an event require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per per 1,000 rentable square feet of floor space, or (vii) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with respect to which a notice the "Permitted Use " specified herein, would or might reasonably otherwise be in conflict with express provisions of default has been given that remains uncuredthis Lease, then Tenant maywould or might reasonably violate the terms of any other lease for the Building, without Landlord’s consent but upon prior written notice to Landlordor would, in its sole discretion assign all Landlord's reasonable judgement, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of its rightsany subletting, dutiesassignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or obligations assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be paid fifty (50%) percent to Landlord in their entirety without affecting or reducing any other obligation of Tenant hereunder. (f) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. (g) In the event that (i) to an entity which controlsthe Premises or any part thereof are sublet and Tenant is in default under this Lease, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a Financing Party waiver of the provisions of this Article 13 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as collateral securityTenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (iiih) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord, Landlord's reasonable attorneys' fees in an amount not to exceed $750.00. (i) Notwithstanding anything to the contrary contained herein, regardless of whether Landlord shall consent thereto (or whether such transaction shall otherwise be permitted hereunder upon notice to, but without the consent of Landlord), no assignment of this Lease and no subletting of the Premises or any person portion thereof shall release Tenant of Tenant's obligations hereunder, or entity purchasing alter the primary liability of Tenant to pay the Rent and to perform any and all other obligations to be performed by the holder of the tenant interest hereunder, and it shall be an express condition of any assignment or sublease that a fully-executed, original counterpart of the assignment or sublease agreement, in form specified by or otherwise succeeding acceptable to Landlord, shall be furnished to Landlord prior to the effective date thereof. Any assignment document shall, among its terms, contain an express agreement by reason of a reorganization, merger or consolidation the assignee to all or substantially assume and be bound by all of the assets obligations to be performed and discharged by the holder of Tenantthe tenant interest hereunder, provided it includes and shall include an affirmation by the Improvementsassignor of its continuing primary liability hereunder notwithstanding such assignment. Any sublease document shall, among its terms, be expressly subject and subordinate in all respects to this Lease, and the shall contain an affirmation by the sublessor of its continuing primary liability hereunder notwithstanding such sublease. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (j) Anything in this Article 13 to the contrary notwithstanding (including, without limitation, the Solar Facility, any provisions herein regarding permitted assignments or (ivsubleases) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the no assignment or sublease shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant permitted under this Lease unless if, at the time Tenant seeks approval therefor, or at any time thereafter until such assignment or sublease becomes effective and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request shall be implemented, Tenant is in default beyond applicable cure periods of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of its obligations under this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. Tenant shall not (a) Tenant shall not have the right to assign any of its rights(whether directly or indirectly), duties in whole or obligations under in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest (i.e. greater than a 25% interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage or pledge the Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding Tenant may, however, assign this Lease or sublease a portion of the foregoingPremises to a wholly-owned subsidiary, provided that there is not then an Event Tenant advises Landlord, in writing, in advance, and otherwise complies with the succeeding provisions of Default on the part of this Section 8. In no event shall any assignment or sublease ever release Tenant or an event any guarantor from any obligation or liability hereunder; and in the case of any assignment, Landlord shall retain all rights with respect to which a notice of default has been given that remains uncuredthe Security. Any purported assignment, then Tenant maymortgage, transfer, pledge or sublease made without Landlord’s consent but upon the prior written notice consent of Landlord shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to LandlordLandlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in its sole discretion assign all the event of any termination of this Lease. If this Lease is assigned, or if the Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of its rights), dutiescollect Rent from the assignee, subtenant or obligations occupant. In the event of an assignment of this Lease and the payment of consideration from the assignee to the Tenant in connection therewith, 50% of such consideration shall be paid to Landlord. With respect to the allocable portion of the Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant is greater than (on a pro rata and proportionate basis) the total Rent required to be paid, from time to time, under this Lease Lease, Tenant shall pay to Landlord fifty percent (i50%) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to of such excess as received from any subtenant and such amount shall be deemed a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all component of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordAdditional Rent. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease without A. Without the prior written consent of Landlord, which Tenant shall have no power to and shall not, either voluntarily or involuntarily, by operation of law or otherwise, assign, sell, pledge, encumber, mortgage, license, transfer, or otherwise convey (together, “assign” or “assignment,” and any person or entity to whom an assignment is made being an “assignee”) this Lease or any rights or obligations of Tenant hereunder, or sublet the whole or any part of the Premises. Any such assignment or any subletting, without the prior written consent of Landlord, shall be null and void and may be deemed by Landlord (in Landlord’s sole discretion) an event of default under Paragraph 23 (Default by Tenant) of this Lease. For the purposes hereof, an assignment will be deemed to have also occurred if the person(s) who owns or has voting control of 51% or more of Tenant on the Effective Date of this Hangar Lease ceases to own or have voting control of 51% or more of Tenant at any time during the term of the Hangar Lease. From time to time as requested by ▇▇▇▇▇▇▇▇, Tenant shall provide to Landlord, in a form acceptable to Landlord, a written certification as to the ownership of voting securities or voting control of Subtenant. For the purposes hereof, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or partnership interests, by contract, or otherwise. Any assignment or subletting shall be expressly subject to all the terms and provisions of this Lease, including the provisions of Paragraph 5 pertaining to the use of the Premises. In the event of any Landlord-approved assignment or subletting, Tenant shall not assign this Lease or sublet the Premises without first obtaining a written agreement from each such assignee or sublessee whereby each such assignee or sublessee agrees to be unreasonably withheldbound by the terms and provisions of this Hangar Lease. No such assignment or subletting shall constitute a novation. In the event of the occurrence of an event of default while the Premises are assigned or sublet, conditioned Landlord, in addition to any other remedies provided herein or delayedby Law, may, at Landlord’s option, collect directly from such assignee or subtenant all rents becoming due under such assignment or subletting and apply such rent against any sums due to Landlord hereunder. No direct collection by Landlord from any such assignee or subtenant shall release Tenant from the payment or performance of ▇▇▇▇▇▇’s obligations hereunder. ▇▇▇▇▇▇▇▇'s consent to any assignment or subletting will not waive its rights or remedies, and it will not stop Landlord from exercising its rights or remedies, with respect to any other actual or proposed assignment or subletting, and Landlord's consent to any assignment or subletting will not relieve Tenant or any guarantor of Tenant hereunder of any liability to Landlord under this Lease or otherwise. B. Notwithstanding the foregoing, Landlord hereby acknowledges and consents to Tenant’s subletting of the Premises for the purpose of renting hangar space for aircraft storage only, provided that there each sublease is not then an Event 1) made available for Landlord’s review and inspection during ▇▇▇▇▇▇'s normal business hours upon Landlord’s written request, and 2) evidenced by written agreement, signed and executed by ▇▇▇▇▇▇ and the subtenant, and has incorporated therein and fairly states that: 1. each subtenant agrees to be bound by the terms and provisions of Default on this Hangar Lease, including the part provisions of Tenant or Paragraph 5 pertaining to the use of the Premises. In the event of any conflict between the terms of this Hangar Lease and the terms of the sublease, the terms of the Hangar Lease shall control; 2. no such subletting shall constitute a novation. 3. in the event of occurrence of an event with respect to which a notice of default has been given that remains uncuredwhile the Premises are sublet, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign addition to any other rights or remedies provided herein or by Law, in equity, or otherwise, may, at Landlord’s option, collect directly from such subtenant all rents becoming due under such subletting and apply such rent against any sums due to Landlord under this Lease; 4. subtenant shall be obligated to obtain ▇▇▇▇▇▇▇▇’s consent to any action as to which Tenant is obligated to obtain such consent under this Hangar Lease; 5. any such sublease is to automatically terminate upon termination of this Hangar Lease notwithstanding any other provision of the sublease to the contrary; 6. Landlord shall have no responsibility or obligation for the performance by subtenant of its obligations under the sublease; and 7. neither this consent, the exercise by Landlord of its rights and/or remedies hereunder, nor the sublease or any other instrument shall give subtenant any rights, dutiesdirectly or indirectly, against Landlord or create or impose any obligation, duty, responsibility, or obligations liability of Landlord in favor of or for the benefit of subtenant. Further, ▇▇▇▇▇▇ agrees that in no way does any sublease release Tenant from any of its covenants, agreements, liabilities and duties under this Lease (i) to an entity which controls, is controlled Hangar Lease; that this consent does not constitute approval by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all Landlord of the assets terms of Tenantany such sublease; that nothing herein contained shall be deemed a waiver or release of any of the Landlord’s rights under this Hangar Lease; that Tenant shall remain fully liable for the performance of each and every term, provided it includes provision, covenant, duty and obligation of the Improvements, Tenant under this Hangar Lease including, without limitation, the Solar Facilityduty to make any and all payments of Rent. Any violation of any terms and conditions of this Hangar Lease by a subtenant will constitute a default by Tenant under this Hangar Lease. Upon Landlord's written request, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide to Landlord with reasonable evidence that the assignee fits within one names and addresses of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenantsubtenants, and at no expense to Landlordthe make, Landlord shall sign a separate written consent for model, aircraft type and “N” number of any of aircraft stored or located on or in the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Premises by Tenant shall not have a right to sublet all or any portions of the Leased Premisessubtenant.

Assignment and Subletting. (a) Tenant shall not have not, either voluntarily or by operation of law, directly or indirectly, sell, assign or transfer this Lease, in whole or in part, or sublet the right Leased Premises or any part thereof, or permit the Leased Premises or Common Area or any part thereof to assign be occupied by any person, corporation, partnership, or other entity except Tenant or Tenant's employees (all of its rightsthe foregoing are hereinafter sometimes referred to collectively as “Transfers”), duties or obligations under this Lease without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned delayed or delayed. conditioned. (b) Notwithstanding anything to the foregoingcontrary in Section 13(a) above, provided that there is the consent of Landlord shall not then be required in the event of an Event of Default on the part of assignment by Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an any entity which controlsdirectly or indirectly through one or more intermediaries that is controlling, is controlled by by, or under common control with Tenant and of equal or better financial strength (and Landlord may require the delivery of financial statements and any other information concerning such proposed assignment or sublease which Landlord may reasonably request) (an “Affiliate PartiesAffiliated Entity”), ; (ii) to a Financing Party as collateral security, any entity resulting from the merger or consolidation of or with Tenant or an Affiliated Entity; (iii) to any person or entity purchasing that acquires all (or otherwise succeeding substantially all) of the assets, stock or membership interests of Tenant or an Affiliated Entity; or (iv) any successor of Tenant or an Affiliated Entity by reason of a reorganization, merger or consolidation to all or substantially all public offering (each of the assets scenarios described in clauses (i)–(iv) above, a “Tenant Affiliate”); (collectively, “Permitted Transferees”). Any sale, assignment, mortgage, transfer or subletting of Tenant, provided it includes this Lease or the Improvements, including, without limitation, Leased Premises or Common Area which is not to a Permitted Transferee or not otherwise in compliance with the Solar Facilityprovision of this Section 13 shall be void. The consent by Landlord to any assignment or subletting shall not relieve Tenant from the obligation to obtain the express prior written consent of Landlord to any further assignment or subletting, or (ivrelieve Tenant from any liability or obligation hereunder, whether or not then accrued. The terms of this Section 13(b) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: are only applicable provided that: (i) Tenant and immediately notifies Landlord of any such Transfer; (ii) promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer; (iii) if reasonably requested by Landlord as a result of the entity to whom financial status of the assignment shall be madeTenant Affiliate assuming Tenant’s obligations under the Lease, shall contemporaneously with the have an affiliate of such Tenant Affiliate guarantee this Lease using Landlord’s standard guaranty form; (iv) if such Transfer is an assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement Tenant Affiliate assumes in form and content satisfactory to Landlordwriting all of Tenant’s obligations under this Lease; and (iiv) such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease. “Control,” as used herein, shall provide Landlord with reasonable evidence that mean the assignee fits within ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (i51%) through (iv) above. For of the avoidance of doubtvoting interest in, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordperson or entity. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) 13.1 Tenant may not assign this Lease, sublet all or any portion of the Leased Premises, allow the same to be used or occupied by anyone other than Tenant and its present members and employees, or mortgage, pledge, encumber or otherwise transfer or hypothecate this Lease, by operation of law or otherwise, without, in each instance, obtaining Landlord's prior written consent which consent shall be in the sole and absolute discretion of Landlord. The foregoing consent requirement shall not have apply to a conveyance of Tenant's leasehold interest as created hereby to or by a Mortgage Lender (as that term is defined in Section 55 below) which has taken such actions may be required, if any, to prevent the right termination of this Lease by Landlord prior to such conveyance as set forth in Sections 55.1-55.5 below. 13.2 Without limiting any of the provisions herein or of Article 17, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), the Tenant is permitted to assign any this Lease (notwithstanding the restrictions contained in this Lease) adequate assurance of its rightsfuture performance by an assignee expressly permitted under such code shall be deemed to mean the deposit of cash security in an amount equal to three (3) month's Base Rent (in addition to the Security Deposit posted pursuant to this Lease), duties or which deposit shall be held by the Landlord for the balance of the Term, without interest, as security for the full performance of all of the Tenant's obligations under this Lease without Lease, and applied in the prior consent manner specified for security in Article 44. 13.3 Any assignment, sublet or other transfer or use of Landlord, the Leased Premises by Tenant or any other party which consent violates the terms of this Article 13 shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then constitute an Event of Default pursuant to Section 17.3(i). 13.4 Notwithstanding anything to the contrary set forth in this Article 13, Landlord shall be deemed to have consented on a one-time basis to an assignment of this Lease to a wholly owned subsidiary of Tenant; provided, that, prior thereto, Tenant (i) delivers to Landlord a form of assignment and assumption agreement in form reasonably acceptable to Landlord fully executed by the part parties thereto; (ii) provides to Landlord proof of the corporate existence and good standing of such assignee; (iii) a corporate or comparable resolution of such assignee authorizing such assignee to execute, deliver perform and satisfy the terms such assignment and assumption agreement; and (iv) a Guaranty in the form attached hereto as Exhibit H executed by Tenant. Such assignment shall not in any way limit, restrict or otherwise affect or release Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all from any of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall Lessee may not have the right to assign assign, mortgage or pledge, in whole or in part, any of its rightsright, duties title or obligations interest in, to or under this Lease or any portion of the Sites to any Person (including an Affiliate of Lessee) at any time, and any such assignment, mortgage or pledge shall be void; provided, however, that without the prior consent of LandlordLessor, which consent shall not be unreasonably withheldLessee may assign this Lease to a single-purpose, conditioned wholly-owned, direct or delayed. Notwithstanding indirect Subsidiary of Genesis (the foregoing, "Permitted Assignee") provided that there is not then an the following conditions are met: (i) The Permitted Assignee must be incorporated under the laws of the State of Delaware or the Commonwealth of Pennsylvania; (ii) No Lease Event of Default on or Lease Payment/Bankruptcy Default shall have occurred and be continuing; (iii) The Permitted Assignee shall, prior to or simultaneously with the part assignment, enter into an assumption agreement, which agreement shall include all of Tenant the representations, warranties and covenants contained in this Lease; (iv) Genesis and its Material Subsidiaries shall, prior to or simultaneously with the assignment of the Lease deliver a reaffirmation of the Guaranties; and (v) Lessee shall deliver an event with respect opinion of counsel for the Permitted Assignee, reasonably acceptable to which a notice Lessor and Agent, dated as of default the date of the assignment, stating that the Permitted Assignee has been given that remains uncuredthe legal capacity to perform and fulfill all of the obligations and liabilities contained in the Lease, then Tenant may, without Landlord’s consent but upon prior written notice to Landlordand containing other matters as reasonably requested by Lessor and Agent. Lessee may not sublease, in its sole discretion assign all whole or in part, any of its rightsright, dutiestitle or interest in, to or obligations under this Lease (i) or any portion of the Sites to an entity which controlsany Person at any time, is controlled by and any such sublease shall be void and of no force or under common control with Tenant (effect; provided, however, that without the “Affiliate Parties”)consent of Lessor, (ii) Lessee may sublease any Lease Agreement Site to a Financing Party wholly-owned direct or indirect Subsidiary of Genesis (any such permitted sublease is hereinafter referred to as collateral securitya "Sublease"). Any such permitted sublessee under any Sublease described in this Section 12.1(a) shall hereinafter be referred to as a "Subtenant." Regardless of Lessor's consent, no subletting shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay Rent hereunder (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (ivBasic Rent and Supplemental Rent) and to perform all other obligations to be performed by Lessee hereunder. The acceptance of Rent by Lessor from any other Person shall not be deemed to be a purchaser waiver by Lessor of the Improvements, including, without limitation, the Solar Facilityany provision hereof. Prior Consent to one subletting of one Site shall not be deemed consent to any assignment: (i) Tenant and subsequent or further subletting of such Site or any other Site. Lessor may proceed directly against Lessee without the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one necessity of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordexhausting remedies against said successor. (b) Tenant Lessee hereby assigns to Lessor all of Lessee's right, title and interest in and to all Subleases entered into by Lessee in accordance with Section 12.1(a), now or hereafter in effect, including but not limited to all rents and other sums payable to Lessee under each such Sublease. Lessor shall have no obligation to perform, and Lessee shall not have a by reason of such assignment be relieved of its obligation to perform, any of Lessee's covenants or agreements under this Lease or covenants or agreements of Lessee, as sublessor, under any such Sublease; provided that, upon the termination of this Lease or upon termination of Lessee's right to sublet all or any portions possess the Site following a Lease Event of Default (the date of such termination shall be referred to herein as the "Turnover Date") the following shall apply: (A) if Lessee acquires ownership of the Leased Premises.Site in accordance with the terms of this Lease or if Lessee's right to possess the Site has been terminated following a Lease Event of Default then, subject to the provisions of Article XVIII, Lessee shall continue to be liable for all obligations under the Subleases; or

Assignment and Subletting. (a) Tenant shall not have assign or sublease the right Premises, or any part thereof, to assign any of its rights, duties or obligations under this Lease others without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding the foregoing, provided that there is not then an Event Assignees or sublessees of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, at the option of Landlord, become directly liable to Landlord, jointly and severally with Tenant, for all of such assignee’s or subtenant’s obligations under its assignment or sublease during assignee’s or sublessee’s occupancy in the Premises. Tenant will be responsible for notifying assignees or sublessee’s of the provisions of this Section 13. Notwithstanding the foregoing provision mandating written consent of Landlord for assignments or subleases, Tenant shall have the right to assign or sublease all or any part of the Premises without obtaining Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an any entity which controls, controls or is controlled by or under common control with Tenant (the “Affiliate Parties”)Tenant, (ii) to a Financing Party as collateral security, (iii) to or any person corporation or entity purchasing or otherwise succeeding by reason of a reorganization, which results from the merger or consolidation with Tenant or to which Tenant sells all or substantially all of the assets its assets. Sale or transfer of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to ’s stock on a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party public stock exchange shall not require any such collateral assignee be deemed to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent be assignment for any of the assignments listed in subsections (i) through (iv) purposes of this Section 15(a)13. Notwithstanding any assignment or sublease, in form and content satisfactory to Landlord. (b) Tenant shall not have a right remain primarily liable to sublet all or any portions of Landlord under this Lease, it being understood and agreed that nothing contained in this Section 13 (and no Landlord consent in the Leased Premisesfuture) shall be construed to release Tenant from its obligations under this Lease.

Assignment and Subletting. (a) Notwithstanding anything to the contrary contained in Section 12 of the Lease, provided Tenant is not in default after expiration of all applicable notice and cure periods, Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant mayright, without Landlord’s consent but 's consent, upon prior thirty (30) days advance written notice to Landlord, in its sole discretion to assign all the Lease or sublet the whole or any part of its rights, duties, or obligations under this Lease the Premises (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iiia) to any person entity or entity purchasing entities which are owned by Tenant, or otherwise succeeding by reason which owns Tenant, (b) in connection with the sale or transfer of a reorganization, merger or consolidation to all or substantially all of the assets of the Tenant or the sale or transfer of substantially all of the outstanding ownership interests in Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (ivc) to in connection with a purchaser merger, consolidation or other corporate reorganization of Tenant (each of the Improvementstransactions referenced in the above subparagraphs (a), including(b), without limitationand (c) are hereinafter referred to as a "Permitted Transfer," and each surviving entity shall hereinafter be referred to as a "Permitted Transferee"); provided, that such assignment or sublease is subject to the Solar Facility. Prior to any assignment: following conditions: (i) Tenant and shall remain fully liable under the entity to whom terms of the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and Lease; (ii) Tenant such Permitted Transfer shall provide Landlord with reasonable evidence that be subject to all of the assignee fits within one terms, covenants and conditions of the Lease; (iiii) through such Permitted Transferee has sufficient assets to meet Tenant's then remaining obligations under this Lease from and after the date of such Permitted Transfer; and (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party such Permitted Transferee shall not require any such collateral assignee to expressly assume the obligations of Tenant under this the Lease unless from and until after the date of such Permitted Transfer by a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content document reasonably satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. Notwithstanding any provision of this Permit to the contrary, Permittee shall have no right (ai) Tenant to sublease all or any portion of the Assigned Space during the Term, or (ii) to assign all or any portion of the Assigned Space to any third party until after Permittee has completed construction of all of the improvements that Permittee is required to construct pursuant to Section 1(2)(a) above. Subject to the limitations in the first paragraph of this Section 18, Permittee shall not have at any time, in any manner, either directly or indirectly, voluntarily or involuntarily, assign, hypothecate, encumber or transfer this Permit or any interest in this Permit or right granted by this Permit, or license the right use of same, or permit or suffer any other person or entity to assign any of its rightsoccupy, duties use or obligations under this Lease manage (except management by Permittee’s employees) the same, in whole or in part, without the prior written consent of Landlordthe Port evidenced by resolution of its Board. The Port shall consider a request for its consent if the use of the Concession Unit in the Assigned Space under such assignment is a Permitted Use of such Concession Unit under Paragraph B of this Permit. Except as hereinafter in this Section 18 expressly provided, no modification of any assignment or other transfer after the Port’s initial consent shall be effective without the prior written approval of the Port, by resolution of its Board if required under the circumstances. In case of a transfer by reason of death the transferee shall notify the Port in writing of the transfer within 60 days after the death. Neither this Permit nor any interest therein or right granted thereby shall be assignable or transferable in proceedings in attachment, garnishment or execution against Permittee, or in voluntary or involuntary proceedings in bankruptcy or insolvency or receivership taken by or against Permittee or by any process of law, and possession of the whole or any part of the Assigned Space shall not be divested from Permittee in such proceedings or by any process of law, without the prior written consent of the Port evidenced by resolution of its Board, which consent shall not unreasonably be unreasonably withheldwithheld or delayed if the use of the Concession Unit included in the Assigned Space under such assignment is a Permitted Use of that Concession Unit under Paragraph B of this Permit. Any breach of the provisions of this Section 18 shall constitute a default and shall cause this Permit to terminate immediately at the option of the Port after not less than 10 days’ written notice to Permittee. The Port’s consent to or waiver of its option to terminate this Permit in the event of a default on account of any assignment, conditioned transfer, occupation or delayeduse requiring prior written Port consent shall not be construed or deemed to be a waiver of the restrictions hereinabove contained or to be a consent to or waiver of objections to any subsequent assignment, transfer or occupation or use by another person. Notwithstanding Permittee and the foregoingPort acknowledge and agree that the rights retained by and granted to the Port pursuant to this Section 18 constitute a material part of the consideration for entering into this Permit and constitute a material and substantial inducement to the Port to enter into this Permit at the rental, for the terms, and upon the other covenants and conditions contained in this Permit, and that the acceptability of Permittee, and of any assignee or other transferee of any right or interest in this Permit, involves the exercise of broad discretion by the Port in promoting commerce, navigation and shipping in the Port area of the City. Therefore, Permittee agrees that the Port may condition its consent, if required hereunder, to a proposed assignment, subject to such provisions as are reasonable to protect the rights and interest of the Port hereunder and to assure promotion of aviation, commerce, navigation and shipping. Permittee agrees that its personal business skills and philosophy, its experience in constructing improvements like those it is required to construct under this Permit, and its experience in complying with the security mandates described in Section 39 below, were an important inducement to the Port for entering into this Permit and that the Port may reasonably object to the transfer of the Assigned Space to another whose proposed use, while a Permitted Use, would involve a different quality, manner or type of business skills and experience than that of Permittee, or which would result in the imposition upon the Port of any new or additional requirements under the provisions of any applicable Laws. Permittee agrees that as a condition to the Port’s consideration of any request by Permittee for approval of any assignment or other transfer of this Permit, that Permittee shall deliver to the Port a nonrefundable processing fee of not less than $2,500.00. The Port within 10 days of receipt of said fee may give to Permittee notice that said fee shall be increased by a sum, not to exceed an additional $2,500.00, that the Port in its sole and absolute discretion determines is necessary to cover the anticipated Port administrative costs and expenses, including labor, in processing and investigating Permittee’s request. In addition, if the Port determines in its sole and absolute discretion that it requires either an environmental assessment of the Assigned Space (consisting of but not limited to visual inspection, historical or document review and/or subsurface investigation) and/or environmental documentation or reports in connection with such proposed assignment or other transfer of this Permit, Permittee shall reimburse the Port for all reasonable costs incurred by the Port in connection therewith (including but not limited to internal Port costs incurred in connection with such environmental assessment). Permittee agrees that unless and until said fee, and any requested additional fee, is delivered to the Port, Permittee shall be deemed to have made no request to the Port to the assignment or other transfer of this Permit. The minimum and maximum fees shall be adjusted upon the commencement of each successive year of this Permit, in the same percentage as the change in the last Index published prior to the date of each succeeding one year period from the last such Index published prior to the Commencement Date; provided that in no event shall the adjusted fees be less than the theretofore existing fees. In addition, Permittee’s request for consent to any proposed assignment or other transfer shall not be deemed to have been submitted to the Port unless and until Permittee, except as and to the extent excused by the Port in its sole and absolute discretion, shall have submitted to the Port, in writing, the following information and documents: (i) The name of the proposed assignee or other transferee (“assignee”); (ii) The nature of proposed assignee’s business to be carried on in the Assigned Space. (iii) A copy of the proposed assignment or transfer, and a description of the full consideration for such assignment or transfer; (iv) A balance sheet of the proposed assignee as of a date within at least 90 days of the request for the Port’s consent; (v) Audited financial statements of the proposed assignee (or the principals thereof, in the case of a newly formed entity) for the 2 year period preceding the request for the Port’s consent, certified by an independent certified public accountant, and unaudited financial statements for any stub period preceding the request for the Port’s consent, or if they are not available, unaudited financial statements for such periods certified by the chief financial officer of the proposed assignee (or the principals thereof, in the case of a newly formed entity); (vi) A statement in reasonable detail as to the business experience of the proposed assignee (or the principals thereof, in the case of a newly formed entity) during the 5 year period preceding the request for the Port’s consent; (vii) A copy of the proposed assignee’s business and marketing plan; (viii) Permittee’s certificate certifying to the best of its knowledge (a) that this Permit is unmodified and in full force and effect (or, if there have been modifications, that this Permit is not in full force and effect, as modified, and stating the modifications), (b) the commencement and expiration dates of the Permit Term and the dates, if any, to which the Rent has been paid, (c) whether there are then an Event existing any charges, offsets or defenses against the enforcement by the Port or Permittee of Default any agreement, covenant or condition hereof on the part of Tenant the Port or an event with respect Permittee to which a be performed or observed (and, if so, specifying the same), and (d) whether there are then existing any defaults by the Port or Permittee in the performance or observance by the Port or Permittee of any agreement, covenant or condition hereof on the part of the Port or Permittee to be performed or observed and whether any notice of default has been given to the Port or Permittee of any default which has not been cured (and, if so, specifying the same); and (ix) Such other information and documents relating to the proposed assignee’s business, experience and finances as the Port may reasonably request. It is understood and agreed that remains uncured, then Tenant may, without Landlordthe Port’s consent but to a requested assignment or other transfer, shall be conditioned upon prior written notice the Port’s receipt of each of the following: A. In the case of a proposed assignment, a full and complete executed copy of all documents to Landlordeffectuate the assignment, together with a document in recordable form whereby the proposed assignee shall expressly assume all the covenants and conditions of this Permit and shall be in a form acceptable to Port. B. In the case of any other proposed transfer, a full and complete executed copy of all documents to effectuate the transfer, which documents shall incorporate directly or by reference all of the provisions of this Permit (except for the provisions of Section 6 of this Attachment “A” which may or may not be incorporated as Permittee may elect). Unless otherwise provided by resolution duly adopted by the Board in its sole discretion assign all and absolute discretion, no assignment or any activity under this Permit or on the Assigned Space by any person other than Permittee, even with the Port’s consent, shall relieve Permittee of its rightsrental or other obligations of any nature whatsoever (including but not limited to indemnification and environmental obligations) hereunder, dutiesand Permittee shall continue to be liable as a principal and not as a guarantor or surety, or obligations to the same extent as though no assignment, and no such activity under this Lease Permit or on the Assigned Space by any person other than Permittee, had been made or occurred, and as though all conduct of the assignee or such other person was Permittee’s conduct. Specifically, in case of any assignment, the following shall apply, unless otherwise provided in such resolution of the Board: (i) Permittee shall be and remain liable as a principal, without the necessity of any suit or proceedings on Port’s part of any kind or nature whatsoever against Permittee and without the necessity of any notice of nonpayment, nonperformance, non-observance or default to an entity which controlsthe Permittee might otherwise be entitled, is controlled by all of which the Permittee hereby expressly waives. Permittee hereby expressly agrees that the validity of Permittee’s said liabilities as a principal hereunder shall not be terminated, affected, diminished or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding impaired by reason of a reorganization, merger the assertion or consolidation the failure to all or substantially all assert by Port against any assignee of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed rights or remedies reserved to the Port pursuant to the provisions of the Permit or by the relief of any assignee from any of the assignee’s obligations under the Permit or otherwise by (a) the release or discharge of any assignee in subsections (i) through (iv) of this Section 15(a)any creditors’ proceedings, in form and content satisfactory to Landlord. receivership, bankruptcy or other proceedings, (b) Tenant shall not have a right to sublet all the impairment, limitation or any portions modification of the Leased Premises.liability of any assignee or the estate of any assignee in bankruptcy, or of any remedy for the enforcement of any assignee’s liability under the Permit, resulting from the operation of any present or future provision of the 2005 Bankruptcy Reform Act or other statute or from the decision in any court; or (c) the rejection or disaffirmance of the Permit in any such proceedings. The liability of Permittee as a principal shall in no way be affected, modified or diminished by reason of any assignment, amendment, renewal, supplement, modification or extension of the Permit or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Permit, or by reason of any extension of time that may be granted by Port to any assignee or a changed or different Permitted Use under this Permit consented to in writing by the Port, or by reason of any dealings or transactions or matters or things occurring between Port and any assignee whether or not notice thereof is given to Permittee; and

Assignment and Subletting. (a) Tenant shall not have directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the right Premises or Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to assign be occupied by anyone other than Tenant or sublet the Premises or any of its rightsportion thereof (collectively, duties or obligations under this Lease “Sublease”), without the Landlord’s prior written consent of Landlordin each instance, which consent shall not be unreasonably withheldwithheld or delayed by Landlord. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed Sublease or Assignment, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s if Landlord withholds its consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease where either (i) the creditworthiness of the proposed Sublessee or Assignee (given to an entity which controls, financial obligations of the proposed Sublease or Assignment) is controlled by or under common control with Tenant (the “Affiliate Parties”)not reasonably acceptable to Landlord or, (ii) the proposed Sublessee’s or Assignee’s use of the Premises is not in compliance with the allowed Tenant’s Use of the Premises as described in the Basic Lease Information, such, withholding of consent shall be presumptively reasonable. If Landlord consents to the Sublease or Assignment, Tenant may thereafter enter into a Financing Party as collateral securityvalid Sublease or Assignment upon the terms and condition set forth in this Paragraph 9. Notwithstanding anything to the contrary herein, (iiiunless and until the Guaranty of this Lease by Oracle Corporation terminates pursuant to Paragraph 22(a) thereof, Landlord shall have no obligation to consent to any person Sublease or entity purchasing Assignment or otherwise succeeding to respond to any request by reason of a reorganizationTenant for approval thereto, merger or consolidation to all or substantially all unless and until Landlord receives written approval by Oracle Corporation of the assets proposed Sublease or Assignment executed by an Authorized Officer of Tenant, provided it Oracle Corporation which includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser identity of the Improvementsproposed sublessee or assignee, includingin substantially the following form: Oracle Corporation, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one as Guarantor of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant the tenant under this that certain Lease unless dated April ___, 1999 by and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of between Circle Star Center Associates, L.P. as Landlord, and Network Computer, Inc. as Tenant, for the benefit of Landlord hereby approves the proposed [sublease or assignment] of [describe the portion of Premises subleased and at no expense term of sublease or the entire Premises and entire term if an assignment] to Landlord, [identify proposed sublessee or assignee]. Oracle Corporation hereby confirms to Landlord shall sign a separate written consent for any and its successors and assigns that the Guaranty by Oracle Corporation of the assignments listed obligations under the above mentioned Lease shall remain in subsections (i) through (iv) of this Section 15(a), in form full force and content satisfactory to Landlordeffect notwithstanding the proposed [sublease or assignment]. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease or sublet all or any part of the Premises without the prior written consent of Landlord. Landlord's consent, which if any, to any requested assignment or subletting shall be subject to the following conditions: (i) Such consent and resulting subletting or assignment shall not relieve Tenant of its primary obligations hereunder, including the obligation for payment of all Rent due hereunder; (ii) Landlord, at its option and from time to time, may collect the rent from the subtenant or assignee, and apply the net amount collected to the rent herein reserved, but no such collection shall be unreasonably withhelddeemed an acceptance by Landlord of the subtenant or assignee as the tenant hereof, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event a release of Default Tenant from further performance of covenants on the part of Tenant herein contained; (iii) Any such subtenant or an event assignee shall be a company or other entity of good repute, engaged in a business or profession compatible with and in keeping with the standards of the Building and financially capable of performing its obligations with respect to which a notice the Premises; (b) Nothing to the contrary herein contained withstanding, Tenant shall be allowed to sublease to up to two (2) general office use subtenants in conformance with the provisions and restrictions contained in Paragraph 3.(a), above. (c) In the event of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all any assignment of its rights, duties, or obligations under this Lease or subletting of all or any part of the Premises by Tenant, Landlord in addition to any rights contained herein, shall have the following options at its discretion: (i) To collect and receive fifty percent (50%) of any excess of rent due to an entity which controls, is controlled by Tenant from such sublessee or under common control with assignee over the rent charged to and due from Tenant hereunder (this provision shall not apply to the “Affiliate Parties”subleases allowed and provided for pursuant to Paragraph 17.(b), above); (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all To re-enter and take possession of the assets of TenantPremises or the part thereof subject to such Transfer, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) and to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request enforce all rights of Tenant, and at no expense receive and collect all rents and other payments due to LandlordTenant, Landlord shall sign a separate written consent for any in accordance with such sublet or assignment of the assignments listed in subsections (i) through (iv) of this Section 15(a)Premises, in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions part thereof, as if Landlord was the sublettor or assignor, and to do whatever Tenant is permitted to do pursuant to the terms of the Leased Premisessuch sublease or assignment.

Assignment and Subletting. (a) Tenant shall not have the right to assign covenants and agrees that neither all nor any part of its rights, duties or obligations Tenant's interest under this Lease shall be assigned, sublet, mortgaged, pledged or otherwise transferred (whether voluntarily, involuntary or by operation of law, or otherwise), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned . Tenant agrees that it shall not be unreasonable for Landlord to withhold its consent for any of the following reasons which are not exclusive: (a) The proposed assignee or delayed. Notwithstanding the foregoing, provided that there sublessee is not then a reputable party or reasonable financial worth and/or financial stability in view of the responsibilities involved; (b) In the sole judgment of Landlord, the proposed assignee or sublessee is of a character or engaged in a business which is not in keeping with the standards of Landlord in the Project; (c) The proposed assignee or sublessee is a governmental authority (or a subdivision or agency thereof); (d) The terms of the proposed assignment or sublease will allow the assignee or sublessee to exercise a right of renewal or extension, right of expansion, right of first offer or other similar right held by Tenant; or (e) The proposed assignee or sublessee or any of its affiliates occupies space in the Project at the time of the request for consent. Landlord's consent may be made or withheld subject to such terms and conditions as Landlord considers necessary in order to protect its interest in the Premises, the Building and the Project, including but not limited to the following: that the proposed transferee shall execute, acknowledge and deliver to Landlord an Event agreement in form and substance satisfactory to Landlord whereby such transferee shall assume and agree to perform and to be personally bound by and upon all the covenants, agreements, terms and conditions of Default this Lease on the part of Tenant or an event to be performed and whereby such transferee shall expressly agree that the provisions of this Article, notwithstanding such assignment and transfer, shall continue to be binding upon it with respect to future assignments, subleases, and/or other transfers; in the event Landlord requires personal guarantees from financially responsible persons as a condition of consent, that such guarantors shall execute, acknowledge and deliver an absolute and unconditional guaranty in a form presented by Landlord which a notice shall contain waivers of default has been given all defenses to the maximum extent permitted by law; and that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice shall continue to Landlord, in its sole discretion assign all of its rights, duties, or obligations be liable to Landlord under this Lease (i) for the terms, covenants, and conditions to an entity which controls, is controlled be complied with by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under whether this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordis assigned or sublet. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant Lessee shall not assign this Lease, or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or cause any other person or entity (a bona fide subsidiary or affiliate of Lessee excepted) to occupy or use the Premises, or any portion thereof, without the advance written consent of Lessor. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Lessor, terminate this Lease. This Lease shall not, or shall any interest therein, be assignable, as to the interest of Lessee, by operation of law, without the written consent of Lessor. If Lessee desires to assign its rights under this Lease or to sublet, all or a portion of the subject Premises to a party other than a bona fide subsidiary or affiliate of Lessee, Lessee shall first notify Lessor of the proposed terms and conditions of such assignment or subletting. Lessor shall have the right of first refusal to assign any enter into a direct Lessor-lessee relationship with such party under such proposed terms and conditions, in which event Lessee shall be relieved of its rights, duties or obligations under this Lease without hereunder to the prior consent extent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedthe Lessor-lessee relationship entered into between Lessor and such third party. Notwithstanding the foregoing, Lessee may assign this Lease to a successor in interest, whether by merger or acquisition, provided that there is not then an Event of Default on no substantial reduction in the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all net worth of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordresulting entity. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall Lessee may not have the right to assign any of its rightsassign, duties convey, mortgage or obligations under otherwise transfer this Lease or sublet all or any part of the Demised Premises, without the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding the foregoing; provided, provided that there is not then an Event of Default on the however, Lessee may assign this Lease, or sublet all or any part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant maythe Demised Premises, without Landlord’s the consent but upon prior written notice of Lessor to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled any successor by merger or under common control with Tenant (the “Affiliate Parties”)consolidation, (ii) to a Financing Party as collateral securityany parent corporation that owns at least 51% of the capital stock of Lessee, (iii) to any person or entity purchasing or otherwise succeeding subsidiary corporation at least 51% of whose capital stock is owned by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar FacilityLessee, or (iv) any affiliated corporation at least 51% of whose capital stock is owned by a common parent (as defined in clause (ii) above) of Lessee (any such entity being referred to herein as a purchaser "Lessee Affiliate"). Lessor shall not be deemed to have unreasonably withheld its consent if, by way of the Improvements, including, illustration and without limitation, in the Solar Facility. Prior to any assignmentjudgment of Lessor: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously transferee is of a character or engaged in a business which is not in keeping with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement standards or criteria used by Lessor in form and content satisfactory to Landlordleasing the Building; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one transferee is a tenant of the Building or is negotiating for space in the Building and other space in the Building suitable to accommodate such tenant's needs is available for lease to such tenant or potential tenant, as the case may be, by Landlord; (iiii) through the transferee is a governmental unit; or (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant Lessee is in Default under this Lease. No assignment of this Lease otherwise permitted hereunder shall be effective unless and until the assignee shall have executed an appropriate instrument, in form reasonably satisfactory to Lessor, assuming all obligations of Lessee hereunder to the extent of the Demised Premises assigned, and shall have delivered a foreclosure copy thereof, or an executed counterpart thereof, to Lessor. Notwithstanding any assignment of this Lease, the original Lessee named herein, and all subsequent assignees, shall continue to be liable (unless released in writing by Lessor) to Lessor for the payment of all Rent due hereunder and performance of all obligations and agreements to be performed on the collateral assignmentpart of Lessee under this Lease. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any Any purported assignment in violation of the assignments listed in subsections (i) through (iv) provisions of this Section 15(a), in form 12 shall be null and content satisfactory to Landlordvoid. (b) Tenant If Lessee shall, by notice in writing, advise Lessor of its intention, from, on and after a stated date (which shall not have a right be less than sixty (60) days after the date of Lessee's notice), to sublet offer for sublease, for substantially the unexpired balance of the Term (hereby defined as 75% or more of the period remaining in the Term), all or any portions part of the Leased Demised Premises, then, in such event, Lessor shall have the right, to be exercised by giving written notice to Lessee within thirty (30) days after receipt of Lessee's notice, to recapture the space described in Lessee's notice, and such recapture shall, if given, cancel and terminate this Lease with respect to the space therein described as of the date stated in Lessee's notice, but no such cancellation and recapture shall become effective without the prior written consent, to be obtained within thirty (30) days of the date of said recapture notice, of the holder of each Mortgage. If Lessee's notice shall cover all of the Office Space, and Lessor shall give the aforesaid recapture notice with respect thereto, the Term shall expire and end on the date stated in Lessee's notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease be cancelled pursuant to the foregoing with respect to less than the entire Office Space, the rental and the escalation percentage herein reserved shall be adjusted on the basis of the number of square feet of Office Space retained by Lessee in proportion to the rent and escalation percentage reserved in this Lease and this Lease, as so amended, shall continue thereafter in full force and effect. If Lessor, upon receiving Lessee's said notice with respect to any such space, shall not exercise its right to cancel as aforesaid, Lessor will not unreasonably withhold or delay its consent to Lessee's subletting the space covered by its notice. (c) Any subletting hereunder shall not release or discharge Lessee of or from any liability, whether past, present or future, under this Lease, and Lessee shall continue fully liable hereunder. With respect to any sublease, the subtenant(s) shall agree, for the benefit of Lessor, not to do, suffer to be done, or omit to do, any act or thing the doing or omission of which would constitute by itself or with notice and lapse of time to cure, a default hereunder. Said agreement of compliance may be incorporated into such sublease. (d) In the event of any sublease of all or any part of the Demised Premises for more than seventy five percent (75%) of the remaining Term, Lessor may elect, by giving written notice to Lessee within ten (10) days of receipt of Lessee's notice to Lessor of such sublease, to require Lessee to execute an assignment of such sublease to Lessor in which case Lessor shall assume in writing all of Lessee's obligations thereunder and Lessee shall be relieved of its liabilities and obligations under this Lease with respect to such space subleased, for the duration of said sublease. (e) If Lessee assigns this Lease or sublets all or any part of the Demised Premises other than to a Lessee Affiliate, or other than in conjunction with a sale of Lessee's business assets, and if Lessor does not exercise its right to recapture the space in accordance with Section 12(b), or to require Lessee to execute an assignment of sublease pursuant to Section 12(d), Lessee shall pay to Lessor fifty percent (50%) of the amount calculated by subtracting from any portion of the rentals or other consideration received by Lessee (a) the amount of Rent payable by Lessee to Lessor relative to the portion of the Demised Premises subject to the assignment or sublease, plus (b) any consideration actually paid by the assignee or sublessee reasonably attributable to reimburse Lessee for (i) Lessee's personal property, or (ii) Lessee's alterations, additions or improvements, which are paid for by Lessee from sums other than any allowance paid by Lessor and which pursuant to Section 14(b) hereof, may, at Lessee's option, be removed from the Demised Premises upon expiration or termination of this Lease, plus (c) costs and expenses actually incurred by Lessee in connection with such assignment or sublease. The net amount shall be paid as and when received by Lessee. (f) Lessee shall pay to Lessor reasonable attorney's fees and expenses and other fees and expenses of third-party professionals incurred by Lessor in connection with any proposed assignment or sublease, whether or not Lessor consents to the same.

Assignment and Subletting. NO ASSIGNMENT OR SUBLETTING (a) The Tenant shall covenants that it will not have the right to assign any of its rights, duties or obligations under this Lease or sublet the Leased Premises in whole or in part without the prior written consent of the Landlord, which consent shall the Landlord covenants not be to withhold unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) and to any person assignee or entity purchasing or sublessee who is in a satisfactory financial condition, agrees to use the Leased Premises for those purposes permitted hereunder, and is otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to the Landlord; , and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, as to any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any portion of the assignments listed in subsections (i) through (iv) of this Section 15(a)Leased Premises which, in form the Landlord's sole judgement, is a proper and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions rational division of the Leased Premises, subject to the Landlord's right of termination arising under this paragraph. Without limitation, the Tenant shall, for the purpose of this paragraph, be considered to assign or sublet in any case where it permits the Leased Premises or any portion thereof to be, or the Leased Premises or any portion thereof are, occupied by persons other than the Tenant, its employees and others engaged in carrying on the business of the Tenant, whether pursuant to assignment, subletting, license or other right, or where any of the foregoing occurs by operation of law.

Assignment and Subletting. (a) Tenant 17.1 The terms and conditions in this Lease were offered solely by Darien to Metropolitan as an inducement to lease and use the Center as provided herein. Metropolitan acknowledges and agrees that Darien would not necessarily lease the Center to another party on such terms and conditions, and Darien is specifically relying on the experience, reputation and expertise of Metropolitan in booking Concerts in agreeing to the provisions of this Lease. Therefore, Metropolitan shall not have the right to assign any voluntarily, involuntarily, or by operation of its rightslaw, duties or obligations under this Lease without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease Darien: (i) sublet all or any part of the Center or, except as explicitly permitted hereunder, allow it to an entity which controlsbe sublet, is controlled occupied or used by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing other than Metropolitan; (ii) assign Metropolitan's interest under this Lease; or (iii) amend or otherwise modify an assignment, sublease or other transfer that has been previously approved by Darien. 17.2 Any action taken or proposed to be taken pursuant to Section 17.1 shall be collectively referred to as an Assignment, and any third party succeeding by reason of a reorganizationto, merger or consolidation proposed to succeed to, all or substantially a portion of Metropolitan's interest under this Lease shall be referred to as an Assignee. Any transfer of control of Metropolitan, by means of any transfer or transfers of stock, assets or otherwise, shall be deemed an Assignment. In the event of an Assignment arising out of any such transfer of control of Metropolitan or any transfer of all or a substantial portion of its assets, Darien shall not withhold its consent thereto if, in light of the assets financial condition, business reputation, business experience and prospects of Tenant, provided it includes the Improvements, including, without limitationproposed assignee, the Solar Facility, or (iv) withholding thereof would be deemed unreasonable. No Assignment shall be effective until Metropolitan has delivered to a purchaser Darien an executed counterpart of the Improvements, including, without limitation, document evidencing the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content substance satisfactory to Landlord; and Darien. 17.3 Notwithstanding any other provision of this Lease, Metropolitan may assign this Lease to ▇▇▇▇▇ Corporation (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt"▇▇▇▇▇"), any collateral assignment to a Financing Party shall not require subsidiary of Metropolitan or ▇▇▇▇▇ or any such collateral assignee to assume entity controlled by Metropolitan then engaged in the obligations business of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a)producing Concerts, in form and content satisfactory to Landlord. (b) Tenant each case without the consent of Darien. Metropolitan shall not have a right to sublet all or give Darien 60 days' prior written notice of any portions of the Leased Premises.such

Assignment and Subletting. (a) 6.7.1 The Tenant shall not have assign or sublet all or any part of the right to assign any of its rights, duties or obligations under this Lease Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned . 6.7.2 In the event that the Tenant wishes to assign or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the sublet all or any part of the Premises, the Tenant or an event shall submit such request in writing to the Landlord with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (such supporting information and data as the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, Landlord shall reasonably require including, without limitation, : i. the Solar Facility, name and intended use by the assignee or sublessee; ii. the license number issued under the QSTP Free Zone Regulations to the assignee or sublessee (as all tenants of the QSTP Free Zone must have been issued a license under the QSTP Free Zone Regulations); iii. a description of the portion (if applicable) of the Premises affected; and iv) . the terms and conditions of the proposed assignment or sub-letting. 6.7.3 The Landlord may withhold its consent to a purchaser request by the Tenant to assign this Lease Agreement or sublet the Premises for any of the Improvementsfollowing reasons: i. at the time of such assignment or subletting, includingthere are arrears of Total Fees or other monies due to the Landlord, without limitationprovided, however, that the Solar Facility. Prior to foregoing shall not for the purposes of this provision include a bona fide dispute regarding the Service Charge calculation; ii the proposed assignee or sub-tenant (taking into account any assignment: (iguarantor) Tenant is not, in the reasonable opinion of the Landlord, of a financial status capable of paying the Total Fees and the entity to whom the assignment shall be made, shall contemporaneously complying with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the other obligations of the Tenant under this Lease unless Agreement; iii the terms and until a foreclosure on conditions of the collateral assignment. Landlord agrees that upon proposed assignment or sub-letting are inconsistent with or impair the written request due performance and observance of Tenant, the covenants and at no expense obligations of the Tenant in this Lease Agreement or are otherwise unacceptable to the Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.acting reasonably; or

Assignment and Subletting. the Lease is hereby deleted in its entirety and replaced as follows: “Developer shall not (a) Tenant shall not have the right to assign any of its rights(whether directly or indirectly), duties in whole or obligations under in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest (i.e. greater than a 25% interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage or pledge this Lease (except to a mortgage lender providing financing with respect to the Multi-Family Parcel), or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding ; provided, that Developer may, without any advance approval of Lessor, (y) assign this Lease or sublease this Premises to the foregoingMulti-Family Owner and/or any Authorized Representative (as each term is defined in the Declaration), provided that there as long as such assignee or sublessee is not then an Event of Default on thereafter subject to the part of Tenant same assignment and transfer limitations as set forth in this Section 9, and (z) mortgage, pledge or an event collaterally assign this Lease to a mortgage lender providing financing with respect to which a notice of default has been given that remains uncuredthe Multi-Family Parcel. Except for assignments described in (y) above, then Tenant mayin no event shall an assignment, mortgage, pledge or sublease release Developer from any obligation or liability hereunder. Any purported assignment, mortgage, pledge or sublease made without Landlord’s consent but upon the prior written notice to Landlord, in its sole discretion assign all consent of its rights, duties, or obligations under Lessor that is not otherwise permitted by this Section 9 shall be absolutely null and void. No assignment of this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute effective and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease valid unless and until a foreclosure on the collateral assignmentassignee executes and delivers to Lessor any and all documentation reasonably required by Lessor in order to evidence assignee’s assumption of all obligations of Developer hereunder. Landlord agrees that upon Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Lessor pursuant to the written request preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Lessor in the event of Tenant, any termination of this Lease. Each of the Lessor and at no expense to Landlord, Landlord the RDC shall sign a separate not assign this Lease without the prior written consent for any of the assignments listed Developer, except to the extent provided in subsections (i) through (iv) of this Section 15(a)the Indenture; provided however, in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions that, without the prior written consent of the Leased PremisesDeveloper, each of the Lessor and the RDC may assign this Agreement to another agency or instrumentality of City that legally is able to perform its obligations hereunder. Notwithstanding anything to the contrary herein, Developer may grant licenses to tenants and users of the Multi-Family Parcel and the Office Parcel in accordance with the terms of the Declaration.

Assignment and Subletting. (a) Tenant shall not have Lessee may at any time, and from time to time, assign its interest in this Lease, or sublease, or permit the right to assign occupancy of, all or any of its rights, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant the Leased Premises without Lessor's consent to any successor in interest of Lessee or an event with respect to which any present or future parent, affiliated or subsidiary corporation or other entity, whether arising pursuant to a notice sale of default has been given that remains uncuredstock, then Tenant maysale of assets, without Landlord’s consent but upon prior written notice merger, consolidation or otherwise or to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an any entity which controls, is controlled by or under common control does business with Tenant Lessee on a regular basis as a licensee in Lessee's branch bank locations (the “Affiliate aforesaid permitted assignees, sublessees, and licensees are hereinafter collectively referred to as the "Related Parties”"), (ii) . Lessee agrees to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason promptly notify Lessor in writing of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordassignment or subletting. (b) Tenant shall Except for subleases, licenses and assignments to Related Parties, as permitted above, Lessee agrees not have a right to sublet assign its interest in this Lease or in the Leased Premises or to sublease all or any portions part of the Leased PremisesPremises to any third party without first obtaining Lessor's written consent. The parties agree that it would be unreasonable for Lessor to withhold its consent to a sublease or assignment unless (i) Lessor reasonably believes that the use of the Leased Premises may not continue to comply with the terms and conditions of this Lease, or (ii) the proposed assignee's financial condition and/or business experience are not reasonably acceptable to Lessor, or (iii) Lessee is then in default under this Lease beyond applicable cure periods. (c) In the event that Lessee assigns its interest in this Lease, whether to a Related Party pursuant to subsection (a) above, or to a third party pursuant to subsection (b) above, the assignee of Lessee's interest in this Lease shall specifically agree to assume all of Lessee's obligations under this Lease arising from and after the effective date of such assignment. No assignment or subletting shall affect the continuing primary liability of Lessee (which, following assignment, shall be joint and several with the assignee) unless the assignee agrees to assume all obligations of Lessee under the Lease and at the time of the assignment assignee has a net worth in excess of $5,000,000, in which case Lessee shall be thereafter released from all liability hereunder.

Assignment and Subletting. (a) Tenant shall not have the right to assign voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of its rights, duties or obligations under Tenant's interest in this Lease or in the Premises without the Landlord's prior consent of Landlordwritten consent, which consent Landlord shall not be unreasonably withheldwithhold. Landlord may withhold its consent to such assignment, conditioned transfer, mortgage, subletting or delayed. Notwithstanding other transfer or encumbrance pursuant to the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, preceding sentence for reasons including, without limitation, the Solar Facilityfinancial condition of the proposed assignee or transferee. Any attempted assignment, transfer, mortgage, subletting or encumbrance without such consent shall be void, and shall constitute a breach of this Lease. The consent of Landlord to any one assignment, transfer, mortgage, subletting, or encumbrance shall not be deemed to be a consent to any subsequent assignment, transfer, mortgage, subletting, or encumbrance. The transfer of more than twenty-five percent (iv25%) to a purchaser of the Improvementsstock or other ownership interest in Tenant, includingor the merger or consolidation of Tenant with or into another firm or entity, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver deemed to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one be a transfer of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant Tenant's interest under this Lease unless and until a foreclosure on shall be subject to the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) provisions of this Section 15(asubparagraph (a), in form and content satisfactory to Landlord. (b) Regardless of Landlord's consent, no subletting or assignment shall alter the primary liability of Tenant to pay the Rent or release Tenant of Tenant's obligation to perform all other obligations to be performed by Tenant hereunder unless Landlord's written consent shall not have a right so specifically provide, and Landlord under no circumstances shall be obligated to sublet all or any portions of the Leased Premises.release Tenant from

Assignment and Subletting. (a) Tenant A. Landlord shall not have the right to sell or convey the entire Premises subject to this Lease or to assign any its right, title and interest as Landlord under this Lease in whole or in part. Upon purchaser or ​ assignee’s assumption of its rights, duties or this Lease with respect to Landlord’s obligations under this Lease without to the extent accruing from and after the date of such assumption, in the event of any such sale or assignment other than a security assignment, Tenant shall attorn to such purchaser or assignee and Landlord shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Landlord contained herein, except for obligations or liabilities accrued prior to such assignment or sale. ▇. ▇▇▇▇▇▇ acknowledges that Landlord has relied both on the business experience and creditworthiness of Tenant and upon the particular purposes for which Tenant intends to use the Premises in entering into this Lease. Without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole and absolute discretion, (i) except as expressly permitted by Section 22.I, Tenant shall not assign, transfer, convey, sublease, pledge or mortgage this Lease or any interest therein, whether by operation of law or otherwise, and (ii) no change of Control of Tenant shall occur, provided that Landlord’s consent shall not be unreasonably withheldrequired (but written notice to Landlord shall be required) under this Section 22.B for any Permitted Change of Control (each of items (i) and (ii), conditioned or delayed. Notwithstanding a “Transfer”). C. For purposes of this Lease, the foregoing, provided that there is not then an Event term “Permitted Change of Default on the part Control” shall mean any change of Control of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) immediately following such change of Control of Tenant, (1) Tenant (or the successor to an entity Tenant, if applicable) has a net worth of not less than $100,000,000.00 and (2) Tenant’s (or the successor to Tenant’s, if applicable) pro forma funded gross debt shall be no greater than two and one half (2.5) times its pro forma earnings before interest, taxes, depreciation and amortization (EBITDA) calculated based on the trailing twelve (12) full calendar months with respect to which controls, is controlled by or under common control with financial statements of Tenant are available (the “Affiliate PartiesPermitted Change of Control Financial Test”), or (ii) immediately prior to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason such change of a reorganization, merger or consolidation to all or substantially all of the assets Control of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver delivers to Landlord an original executed Assignment and Assumption Agreement irrevocable standby letter of credit in form and content satisfactory substance reasonably acceptable to Landlord (“Letter of Credit”) in an amount equal to the aggregate Base Rent scheduled to be paid by Tenant to Landlord hereunder from the date of delivery of such Letter of Credit until the date that is twenty-four (24) months thereafter (the “LC Amount”), to be held by Landlord for the balance of the Term as protection for the performance by Tenant of its obligations under the Lease for satisfaction of Landlord; ’s remedies hereunder and (ii) Tenant shall provide all losses and damages Landlord with reasonable evidence that the assignee fits within one has suffered as a result of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of breach or default by Tenant under this Lease unless and until a foreclosure on Lease. If Tenant is able to satisfy the collateral assignment. Landlord agrees that upon the written request Permitted Change of Tenant, and at no expense to LandlordControl Financial Test for two consecutive quarterly reporting periods following its delivery of such Letter of Credit, Landlord shall sign agree to cancel such Letter of Credit; provided that in the event the Permitted Change of Control Financial Test is not satisfied at any time thereafter, Tenant shall deliver a separate written consent for any Letter of Credit in accordance with the assignments listed in subsections foregoing clause (i) through (iv) ii). In the event Tenant delivers a Letter of Credit pursuant to this Section 15(a)22.C, in form and content satisfactory to Landlord. (b) Tenant the following provisions shall not have a right to sublet all or any portions of the Leased Premises.apply:

Assignment and Subletting. (a) Tenant shall not have no power to, either voluntarily, involuntarily, by operation of law or otherwise, sell, assign, transfer or hypothecate this Lease, or sublet the right Premises or any part thereof, or permit the Premises or any part thereof to assign any of its rights, duties be used or obligations under this Lease occupied by anyone other than Tenant or Tenant's employees without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld. If Tenant is a corporation, conditioned unincorporated association or delayedpartnership, the sale, assignment, transfer or hypothecation of any class of stock or other ownership interest in such corporation, association or partnership in excess of twenty-five percent (25%) in the aggregate ("Internal Transfer") shall meet the transfer provisions of Subsection (g) below, but Tenant shall not be required to pay any of the review, processing or attorney's fees set forth below. The foregoing notwithstanding, Landlord shall have no right of consent or approval, of any kind, in connection with the issuance, sale, transfer, assignment, or hypothecation of securities and/or assets by Tenant for which filings are required to be made with federal or state agencies, including by way of illustration, but not limitation, the Securities and Exchange commission or the California Commissioner of Corporations. Subject to the foregoing, Tenant may transfer its interest pursuant to this Lease only upon the following express conditions: (a) That the proposed transferee shall be subject to the prior written consent of Landlord, which consent will not be unreasonably withheld (it being agreed that if Landlord does not respond within ten (10) business days from a written request for sublease or assignment, such refusal to respond shall be deemed an approval by Landlord to such assignment or sublease) but, without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such consent if: (i) The use to be made of the Premises by the proposed transferee is. (a) not generally consistent with the character and mature of all other tenancies in the Project, or (b) a use which conflicts with any so-called "exclusive" then in favor of, or for any use which is the same as that stated in any percentage Lease to, another tenant of the Project or any of Landlord's then buildings which are in the same complex as the Project, or (c) a use which would be prohibited by any other portion of this Lease (including but not limited to any Rules and Regulations then in effect); or (ii) The financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this Lease; (b) That Tenant shall pay to Landlord Landlord's then standard processing fee, review fee and attorneys' fees up to the sum of One Thousand Dollars ($1,000.00); (c) That the proposed transferee shall execute an agreement pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease (provided, however, this Subparagraph (c) shall not be deemed to apply to the economic business terms of the transfer between Tenant and such transferee); (d) That an executed duplicate original of said assignment and assumption agreement or other transfer on Landlord's then standard form, shall be delivered to Landlord within five days after the execution thereof, and that such transfer shall not be binding upon Landlord until the delivery thereof to Landlord and the execution and delivery of Landlord's consent thereto. It shall be a condition to Landlord's consent to any subleasing, assignment or other transfer of part or all of Tenant's interest in the Premises (hereinafter referred to as a "Transfer") that (i) upon Landlord's consent to any Transfer, Tenant shall pay and continue to pay one-half (1/2) of any "Transfer Premium" (defined below), received by Tenant from the transferee; provided, however, Tenant shall have the right to sublease up to twenty percent (20%) of the Premises to individual users without sharing of the Transfer Premium; (ii) any Sublessee of part or all of Tenant's interest in the Premises shall agree that in the event Landlord gives such sublessee notice that Tenant is in default under this Lease following the expiration of any grace or cure period, such sublessee shall thereafter make all sublease or other payments directly to Landlord, which will be received by Landlord without any liability whether to honor the sublease or otherwise (except to credit such payments against sums due under this Lease), and any sublessee shall agree to attorn to Landlord or its successors and assigns at their request should this Lease be terminated for any reason, except that in no event shall Landlord or its successors or assigns be obligated to accept such attornment, (iii) any such Transfer and consent shall be effected on reasonable forms, supplied or approved by Landlord and/or its legal counsel; and (iv) Landlord may require that Tenant not then be in default following the expiration of any grace or cure period hereunder in any respect. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by a transferee in connection with a Transfer in excess of the rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer and if such Transfer is less than all of the Premises, the Transfer Premium shall be calculated on a rentable square foot basis. The Transfer Premium shall be calculated after deducting the reasonable expenses incurred by Tenant for any reasonable Tenant improvements (reasonably approved by Landlord), legal fees, rent concessions and brokerage commissions in connection with the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by a transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to transferee in connection with such Transfer. If Landlord consents to a requested assignment or sublease, Tenant hereby agrees that (i) it shall thereupon be deemed, automatically and irrevocably to have assigned to Landlord as additional security for the performance and observance of Tenant's obligations and covenants under this Lease, all rent or other sums received or to be received by Tenant in connection therewith and (ii) Landlord as assignee and as attorney-in- fact of Tenant, or a receiver for Tenant whether or not appointed on Landlord's application may collect such rent or other sums and apply the same toward Tenant's obligations under this Lease. Notwithstanding the foregoing, provided Tenant shall have the right to collect such rent and other sums unless and until Tenant commits any act of default hereunder following the expiration of any grace or cure period. Tenant hereby agrees and acknowledges that there the above conditions imposed upon the granting of Landlord's consent to any proposed Transfer by Tenant are reasonable. Any sale assignment, hypothecation, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 15 shall be void. In no event shall the consent by Landlord to an assignment or subletting be construed as relieving Tenant, any assignee, or sublessee from obtaining the express written consent of Landlord to any further assignment or subletting, or as releasing Tenant from any liability or obligation hereunder whether or not then an Event accrued and Tenant shall continue to be fully liable therefor. No collection or acceptance of Default rent by Landlord from any person other than Tenant shall be deemed a waiver of any provision of this Article 15 on the part acceptance of any assignee or subtenant hereunder, or a release of Tenant (or of any successor of Tenant or an event with respect any subtenant holding theretofore or thereafter accruing). Notwithstanding anything to which a notice of default has been given the contrary in this Lease, if Tenant or any proposed transferee claims that remains uncured, then Tenant may, without Landlord’s Landlord his unreasonably withheld or delayed its consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing Article 15 or otherwise succeeding by reason of has breached or acted unreasonably under this Article 15, their sole remedies shall be a reorganizationdeclaratory judgment and an injunction for the relief sought without any monetary damages, merger or consolidation to and Tenant hereby waives all or substantially all of the assets of Tenant, provided it includes the Improvementsother remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the Solar Facilityextent permitted under all applicable laws, or (iv) to a purchaser on behalf of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.proposed transferee;

Assignment and Subletting. (a) TENANT MAY NOT ASSIGN EXCEPT AS PROVIDED HEREIN/LANDLORD'S CONSENT REQUIRED. (i) Tenant shall not have the right to assign voluntarily or by operation of law or merger assign, transfer, mortgage or otherwise transfer, encumber or sublet all or any part of its rights, duties or obligations under Tenant's interest in this Lease or in the Premises (an "assignment"), without the first obtaining Landlord's prior consent of Landlordwritten consent, which consent shall not be unreasonably withheld. In connection with any such request by Tenant for Landlord's consent hereunder, conditioned Tenant shall provide to Landlord all financial and other information (including information as to the prospective assignee's intended use of the Premises with regard to the generation, storage, use, treatment or delayeddisposal of Hazardous Substances) reasonably requested by Landlord concerning the prospective assignee or sublessee. Notwithstanding Landlord shall respond within thirty (30) days to a request by Tenant for Landlord's consent as provided herein following Landlord's receipt of such information. (ii) A change in the foregoingcontrol of Tenant (as defined herein) shall constitute an assignment for the purposes hereunder. The transfer, provided on a cumulative basis, in one or more transactions (including any merger or consolidation) occurring from the Commencement Date through the date of the last transfer to occur, of fifty percent (50%) or more of the voting control of Tenant shall constitute a change of control and an assignment for purposes hereunder; however, the mere dilution in such control resulting from the issuance of common stock of Tenant in connection with a public offering of such stock that is registered under the Securities Act of 1933, as amended, shall not be deemed a change in control so long as there is not then an Event of Default on no material change in the part management of Tenant or an event in connection with respect such offering. (A) Notwithstanding anything to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, the contrary contained in its sole discretion assign all of its rights, duties, or obligations under this Lease Paragraphs 14 (i) and 14 (ii), Landlord agrees that Landlord's prior written consent shall not be required under such Paragraphs 14 (i) and (ii) for an assignment or subletting to an any entity ("Transferee") (x) which controls, is controlled by by, or is under common control with Tenant (for the “Affiliate Parties”)purpose of such entity conducting all or part of the business conducted by Tenant, (iiy) to which results from a Financing Party as collateral securityreincorporation, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganizationmerger, merger or consolidation to all with Tenant, where such entity shall conduct the business previously conducted by Tenant, or (z) which acquires substantially all of the stock or assets of Tenant; provided: (1) such Transferee, provided it includes except in the Improvementscase of clause (x), includingabove, without limitation, the Solar Facility, or has a net worth (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure calculated on the collateral assignment. Landlord agrees that upon the written request same basis as Net Worth of Tenant, and at no expense below) equal to Landlord, Landlord shall sign a separate written consent for any Tenant's as of the assignments listed Commencement Date, (2) Landlord is provided written notice within ten days of such transaction and a copy of the applicable documents representing the transaction, and (3) any such transaction shall not be, in subsections (i) through (iv) whole or in part, part of a series of transaction which are a subterfuge or attempt to avoid the restrictions of this Section 15(a)Paragraph 14 (the foregoing, in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.hereinafter, a

Assignment and Subletting. (a) Without Landlord’s prior written consent, Tenant shall not have assign this Lease or sublease the right Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a “Transfer”) and any attempt to assign do any of its rightsthe foregoing shall be void and of no effect. For purposes of this Section 17, duties or obligations under a transfer of the ownership interests controlling Tenant shall be deemed a Transfer of this Lease without unless such ownership interests are publicly traded. Landlord agrees not to unreasonably withhold or condition its consent to a proposed assignment of this Lease or subletting of the prior consent Premises to a party which (1) is, in the reasonable judgment of Landlord, of a character or reputation or is engaged in a business which would not be harmful to the image and reputation of the Project and can reasonably be expected to perform the obligations of “Tenant” hereunder; (2) will not use the Premises in a manner that would conflict with any exclusive use agreement or other similar agreement entered into by Landlord with any other tenant of the Project; (3) proposes to use the Premises so as to not materially increase the pedestrian or vehicular traffic to the Premises or the Project; and (4) has a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth or Tenant immediately prior to such assignment or sublease or the net worth of the Tenant at the time it executed the Lease. Without limiting the foregoing, Landlord may withhold its consent (and it shall not be unreasonably withhelddeemed unreasonable), conditioned to any such assignment or delayed. Notwithstanding subletting of the foregoingPremises to any party (A) which is a governmental entity (or subdivision or agency thereof), provided (B) would use the Premises, in whole or in part, for other than Tenant’s permitted use hereunder, (C) which is a prospective tenant that there is not then an Event of Default on has delivered to, or received from, Landlord a written proposal to lease space in the part of Project before Tenant or its agent contacts such party, (D) which is an event with respect occupant of the Project or another project owned by Landlord at the time of such request, or (E) which intends to which a notice of default has been given that remains uncureduse, then Tenant maystore, without or generate any Hazardous Materials in, on or about the Premises. Landlord’s agreement not to unreasonably withhold its consent but upon prior written notice shall apply only to Landlordthe first assignment or sublease under this Lease, and Landlord may withhold its consent in its sole discretion to any further or subsequent assignment or sublease. Notwithstanding the above, Tenant may assign all of its rights, dutiesor sublet the Premises, or obligations under this Lease (i) any part thereof, to an any entity which controlscontrolling Tenant, is controlled by Tenant or under common control with Tenant (the a “Affiliate PartiesTenant Affiliate”), without the prior written consent of Landlord; provided, however, Tenant shall provide written notice within thirty (ii30) days following the assignment of this Lease to, or entering into any sublease with, any Tenant Affiliate. Notwithstanding the foregoing, and provided no Event of Default then exists under this Lease, Tenant may, without Landlord’s prior written consent, but with at least thirty (30) days written notice thereafter, assign this Lease to a Financing Party as collateral security, (iii) an entity into which Tenant is merged or consolidated or to any person or an entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or which substantially all of the Tenant’s assets of Tenantare transferred (together with Tenant Affiliates, “Permitted Transferees”), provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the entity to whom the assignment shall be madepurpose of transferring Tenant’s leasehold estate, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) the assignment or successor entity has a tangible net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant at the time it executed this Lease, and otherwise has a financial condition comparable or better than that of Tenant. Tenant shall provide reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubtany Transfer, any collateral assignment other than to a Financing Party shall not require Permitted Transferee. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or sublet the Premises, or any such collateral assignee part thereof (other than to assume the obligations a Permitted Transferee), Landlord may, by giving written notice to Tenant within thirty (30) days after receipt of Tenant under Tenant’s notice, terminate this Lease unless and until a foreclosure on with respect to the collateral assignment. Landlord agrees that upon the written request of Tenantspace described in Tenant notice, and at no expense to Landlord, Landlord shall sign a separate written consent for any as of the assignments listed date specified in subsections Tenant’s notice for the commencement of the proposed assignment or sublease. Notwithstanding the foregoing, if Landlord provides written notification to Tenant of its election to cancel this Lease as to any portion of the Premises as provided above, Tenant may rescind its proposed assignment or sublease of all or any portion of the Premises by notifying Landlord in writing within three (i3) through (iv) of this Section 15(a), in form and content satisfactory business days following Landlord’s written cancellation notice CONFIDENTIAL & PROPRIETARY Subject to Landlord.Audit Protective Agreement (b) Notwithstanding any Transfer, Tenant and any guarantor or surety of Tenants obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such Transfer). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) less the costs reasonably incurred by Tenant with unaffiliated third parties in connection with such assignment or sublease (i e, brokerage commissions, tenant finish work, and the like) exceeds the rental payable under this Lease, then Tenant shall not have be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant. While any Event of Default exists, in the event that the rent due and payable by a right to sublet all sublessee or any portions assignee (or combination of the Leased Premisesrental payable under such sublease or assignment plus any bonus or other consideration therefor or incident to) exceeds the rental payable under this Lease as to the portion of the Premises covered thereby, then Tenant shall, be bound and obligated to pay Landlord as additional rent hereunder one hundred percent (100%) of all such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant. (c) If this Lease is assigned or if the Premises is subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding subparagraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers

Assignment and Subletting. (a) Tenant 10.1 TOTAL shall not have the right to assign any of its rights, duties entire interest in this Sublease or obligations under this Lease without to sublet its entire interest in the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, Sublease Premises in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) each case to an entity which that controls, is controlled by or is under common control with Tenant TOTAL (the a “Affiliate PartiesTOTAL Affiliate”), without the consent of Amyris, provided that (i) TOTAL shall give Amyris written notice at least five (5) business days prior to the effective date of the proposed transfer and the TOTAL Affiliate shall expressly assume TOTAL’s obligations hereunder, (ii) Master Landlord has given its written consent to a Financing Party as collateral securitysuch transfer, and (iii) to any person or entity purchasing or otherwise succeeding ), TOTAL shall not be released from its obligations under this Sublease by reason of any such assignment or subletting to a reorganizationTOTAL Affiliate. The foregoing right is personal to TOTAL and to any TOTAL Affiliate that takes an assignment of TOTAL’s entire interest in this Sublease or subleases TOTAL’s entire interest in this Sublease. Except as provided above, merger TOTAL shall not voluntarily, involuntarily or consolidation to all by operation of law: (a) assign, convey or substantially all mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon TOTAL’s interest by operation of law; (c) sublet the Sublease Premises or any part thereof; or (d) permit the occupancy of the assets of TenantSublease Premises or any part thereof by anyone other than TOTAL. 10.2 In the event that Amyris seeks to assign its entire interest in the Master Lease during the Sublease Term to anyone other than Master Landlord or any assignee pursuant to an assignment for which Master Landlord’s consent is not required under the Master Lease, provided it includes the Improvementsincluding without limitation in connection with any sale or assignment in bankruptcy, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the such assignment shall be expressly subject to the terms and conditions of this Sublease, and provided TOTAL is not then in Default under this Sublease, before Amyris may consummate such assignment, it shall give TOTAL written notice (the “ROFO Notice”) setting forth the material terms of such assignment, including the rent and other consideration to be paid by the assignee, and TOTAL shall have fifteen (15) business days after receipt of that notice to elect, by giving written notice to Amyris, to acquire Amyris’s interest in the Master Lease on the terms set forth in the ROFO Notice, provided in all events any such assignment to TOTAL shall be subject to Master Landlord’s consent to such assignment pursuant to and in accordance with the terms and conditions of the Master Lease. If such election by TOTAL shall not be timely made, then Amyris may conclude such assignment on terms that are not materially more favorable to the prospective assignee than those set forth in the ROFO Notice. If the terms upon which the assignment will be made change from those set forth in the ROFO Notice, in a manner that is materially more favorable to the prospective assignee, then Amyris shall contemporaneously with give TOTAL another ROFO Notice and the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) provisions of this section shall again apply. The foregoing right is personal to TOTAL and any TOTAL Affiliate to which TOTAL’s entire interest in this Sublease has been assigned in accordance with Section 15(a), in form and content satisfactory to Landlord10.1 above. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) At any time after completion of the Improvements and delivery of possession and the final, unrestricted Certificate of Occupancy to Tenant in accordance with the Work Letter Agreement, Landlord shall not have the right to transfer and assign, in whole or in part, its rights and obligations in the Leased Premises; provided, however, in the event of any such transfer and assignment, Landlord shall remain primarily responsible for any liability to Tenant arising either (i) prior to the date of said assignment, or (ii) by virtue of Landlord's failure to timely deliver the Leased Premises to Tenant in accordance with the standards and schedules set forth in this Lease. Tenant shall have the right to sublet the Premises, in whole or in part, or assign any of its rightsthis Lease, duties or obligations under this Lease without with the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, in the event of any assignment or subletting, unless Landlord otherwise permits, and except in the event of an assignment or subletting to a subsidiary or affiliate of Tenant as contemplated below, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of the Base Rent. Notwithstanding the foregoing, provided that there is not then an Event of Default on Tenant shall have the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant mayright, without Landlord’s consent but upon prior written notice 's consent, to Landlord, in its sole discretion assign all this Lease to any subsidiary of its rights, dutiesTenant, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person corporation or other entity purchasing into which or otherwise succeeding with which Tenant, or any subsidiary thereof, may merge or consolidate, or to any corporation or other entity owned, directly or indirectly, by reason any subsidiary of a reorganizationTenant, merger or consolidation to any corporation or other entity acquiring all or substantially all of the assets of Tenant. Moreover, provided it includes notwithstanding anything contained in the ImprovementsLease to the contrary, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the an assignment shall not be made, shall contemporaneously with the assignment, execute and deliver deemed to Landlord an original executed Assignment and Assumption Agreement include a change in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord's corporate control or stock ownership. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (a) collectively referred to in this section as "Tenant"): A. Tenant shall not have the right to assign do any of its rightsthe following (collectively referred to herein as a "Transfer"), duties whether voluntarily, involuntarily or obligations under this Lease by operation of Laws, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease : (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) transfer any right appurtenant to this Lease or the Premises; (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (v) terminate or materially amend or modify an entity assignment, sublease or other transfer that has been previously approved by Landlord. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which controls, (i) is controlled in form reasonably approved by or under common control with Tenant (the “Affiliate Parties”)Landlord, (ii) contains the same terms and conditions as stated in Tenant's notice given to a Financing Party as collateral securityLandlord pursuant to Section 14B below, and (iii) contains the agreement of the proposed transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. If Landlord fails to respond in writing to Tenant's request for Landlord's consent to a Transfer within fifteen (15) days of receipt of such request, Landlord will be deemed to have consented to such Transfer. Any attempted Transfer without Landlord's consent shall constitute a default by Tenant and shall be voidable at Landlord's option. Landlord's consent to any person or entity purchasing or otherwise succeeding by reason one Transfer shall not constitute a waiver of the provisions of this Section 14 as to any subsequent Transfer nor a reorganizationconsent to any subsequent Transfer. No Transfer, merger or consolidation even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to all or substantially pay the rent and to perform all of the assets other obligations to be performed by Tenant hereunder. The acceptance of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer. B. Tenant shall give Landlord at least thirty (iv30) to a purchaser days prior written notice of any desired Transfer and of the Improvements, including, without limitation, the Solar Facility. Prior proposed terms of such Transfer including but not limited to any assignment: (i) Tenant the name and legal composition of the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlordproposed transferee; and (ii) Tenant shall provide Landlord with reasonable evidence that a current financial statement of the assignee fits within one transferee, financial statements of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume transferee covering the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenantpreceding three years, and at no expense to Landlord, Landlord shall sign a separate written consent for any (if readily available) an audited financial statement of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory transferee for a period ending not more than one year prior to Landlord. (b) Tenant shall not have a right to sublet all or any portions the proposed effective date of the Leased Transfer, all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee's business to be carried on in the Premises.;

Assignment and Subletting. (a1) Tenant Notwithstanding any provision of this Permit to the contrary, Permittee shall not have the no right to sublease or assign all or any portion of the Assigned Space to any third party (except to sublessees approved by Port’s Manager of Aviation Properties that were identified in the Proposal) until after Permittee has completed construction of all of the improvements that Permittee is required to construct pursuant to Section 1(2)(a) above. (2) Except as hereinafter in this Section 18 expressly provided, and subject to the limitations in Section 18(1), Permittee shall not, either directly or indirectly, voluntarily or involuntarily, sublease, assign, hypothecate, encumber or transfer this Permit or any interest therein or right granted thereby, or license the use of same, or permit or suffer any other person or entity to occupy, use or manage (except management by Permittee’s employees) the same, in whole or in part, without the prior written consent of the Port’s Manager of Aviation Properties (for subleases), or the prior written consent of the Port evidenced by resolution of its Board (for assignments). The Port shall consider a request for its consent if the use of each Concession Unit in the Assigned Space under such sublease or assignment is a Permitted Use of such Concession Unit under Paragraph B of this Permit. No sublease under this Permit shall be valid unless and until the form of such sublease is approved, in writing, as to form and legality by the Port Attorney. No approval by the Port of any sublease pursuant to the provisions of this Section 18 shall result in any privity of contract between the Port and any such sublessee, and the Port shall have no obligations to such sublessee arising under any such sublease, and no liability to sublessee arising out of Permittee’s breach of any of its rights, duties or obligations under such sublease, or violation of the sublessee’s rights under Federal, state or common law. (3) Except as hereinafter in this Lease Section 18 expressly provided, no modification of any sublease, assignment or other transfer after the Port’s initial consent shall be effective without the prior written approval of the Port’s Manager of Aviation Properties (for subleases), or of the Port (for assignments or other transfers), by resolution of its Board if required under the circumstances. In case of a transfer by reason of death the transferee shall notify the Port in writing of the transfer within 60 days after the death. (4) Neither this Permit nor any interest therein or right granted thereby shall be assignable or transferable in proceedings in attachment, garnishment or execution against Permittee, or in voluntary or involuntary proceedings in bankruptcy or insolvency or receivership taken by or against Permittee or by any process of law, and possession of the whole or any part of the Assigned Space shall not be divested from Permittee in such proceedings or by any process of law, without the prior written consent of Landlordthe Port evidenced by resolution of its Board, which consent shall not unreasonably be unreasonably withheldwithheld or delayed if the use of each Concession Unit included in the Assigned Space under such assignment is a Permitted Use of that Concession Unit under Paragraph B of this Permit. (5) Any breach of the provisions of this Section 18 shall constitute a default and shall cause this Permit to terminate immediately at the option of the Port after not less than 10 days’ written notice to Permittee. (6) The Port’s consent to or waiver of its option to terminate this Permit in the event of a default on account of any sublease, conditioned assignment, transfer, occupation or delayeduse requiring prior written Port consent shall not be construed or deemed to be a waiver of the restrictions hereinabove contained or to be a consent to or waiver of objections to any subsequent sublease, assignment, transfer or occupation or use by another person. (7) Permittee and the Port acknowledge and agree that the rights retained by and granted to the Port pursuant to this Section 18 constitute a material part of the consideration for entering into this Permit and constitute a material and substantial inducement to the Port to enter into this Permit at the rental, for the terms, and upon the other covenants and conditions contained in this Permit, and that the acceptability of Permittee, and of any assignee or other transferee of any right or interest in this Permit, involves the exercise of broad discretion by the Port in promoting commerce, navigation and shipping in the Port area of the City. Notwithstanding Therefore, Permittee agrees that the foregoingPort may condition its consent, if required hereunder, to a proposed assignment, subject to such provisions as are reasonable to protect the rights and interest of the Port hereunder and to assure promotion of aviation, commerce, navigation and shipping. (8) Permittee agrees that its personal business skills and philosophy, its experience in constructing improvements like those it is required to construct under this Permit, and its experience in complying with the security mandates described in Section 39 below, were an important inducement to the Port for entering into this Permit and that the Port may reasonably object to the transfer of the Assigned Space to another whose proposed use, while a Permitted Use, would involve a different quality, manner or type of business skills and experience than that of Permittee, or which would result in the imposition upon the Port of any new or additional requirements under the provisions of any applicable Laws, including without limitation the ADA Requirements. (9) Permittee agrees that as a condition to the Port’s consideration of any request by Permittee for approval of any sublease, assignment or other transfer of this Permit not provided for in the Proposal, that Permittee shall deliver to the Port a nonrefundable processing fee of not less than $5,000.00. The Port within 10 days of receipt of said fee may give to Permittee notice that said fee shall be increased by a sum, not to exceed an additional $5,000.00, that the Port in its sole and absolute discretion determines is necessary to cover the anticipated Port administrative costs and expenses, including labor, in processing and investigating Permittee’s request. In addition, if the Port determines in its sole and absolute discretion that it requires either an environmental assessment of the Property (consisting of, but not limited to, visual inspection, historical or document review and/or subsurface investigation) and/or environmental documentation or reports in connection with such proposed assignment or other transfer of this Permit, Permittee shall reimburse the Port for all reasonable costs incurred by the Port in connection therewith (including, but not limited to, internal Port costs incurred in connection with such environmental assessment). Permittee agrees that unless and until said fee, and any requested additional fee, is delivered to the Port, Permittee shall be deemed to have made no request to the Port to the assignment, sublease or other transfer of this Permit. The minimum and maximum fees shall be adjusted upon the commencement of each successive year of this Permit, in the same percentage as the change in the last Index published prior to the date of each succeeding one year period from the last such Index published prior to the Commencement Date; provided that in no event shall the adjusted fees be less than the theretofore existing fees. (10) In addition, Permittee’s request for consent to any proposed sublease (other than subleases that were identified in the Proposal, for which only the documents and information described in (iii) below must be provided), assignment or other transfer shall not be deemed to have been submitted to the Port unless and until Permittee, except as and to the extent excused by the Port in its sole and absolute discretion, shall have submitted to the Port, in writing, the following information and documents: (i) The name of the proposed sublessee, assignee or other transferee; (ii) The nature of proposed sublessee’s or assignee’s business to be carried on in the Assigned Space. (iii) A copy of the proposed sublease, assignment or transfer, and a description of the full consideration for such sublease, assignment or transfer; (iv) A balance sheet of the proposed assignee as of a date within at least 90 days of the request for the Port’s consent; (v) Audited financial statements of the proposed assignee (or the principals thereof, in the case of a newly formed entity) for the 2-year period preceding the request for the Port’s consent, certified by an independent certified public accountant, and unaudited financial statements for any stub period preceding the request for the Port’s consent, or if they are not available, unaudited financial statements for such periods certified by the chief financial officer of the proposed assignee (or the principals thereof, in the case of a newly formed entity); (vi) A statement in reasonable detail as to the business experience of the proposed assignee (or the principals thereof, in the case of a newly formed entity) during the 5-year period preceding the request for the Port’s consent; (vii) A copy of the proposed assignee’s business and marketing plan; (viii) Permittee’s certificate certifying to the best of its knowledge (a) that this Permit is unmodified and in full force and effect (or, if there have been modifications, that this Permit is not in full force and effect, as modified, and stating the modifications), (b) the commencement and expiration dates of the Permit Term and the dates, if any, to which the Rent has been paid, (c) whether there are then an Event existing any charges, offsets or defenses against the enforcement by the Port or Permittee of Default any agreement, covenant or condition hereof on the part of Tenant the Port or an event with respect Permittee to which a be performed or observed (and, if so, specifying the same), and (d) whether there are then existing any defaults by the Port or Permittee in the performance or observance by the Port or Permittee of any agreement, covenant or condition hereof on the part of the Port or Permittee to be performed or observed and whether any notice of default has been given to the Port or Permittee of any default which has not been cured (and, if so, specifying the same); and (ix) Such other information and documents relating to the proposed sublessee’s or assignee’s business, experience and finances as the Port may reasonably request. It is understood and agreed that remains uncured, then Tenant may, without Landlordthe Port’s consent but to a requested sublease or assignment or other transfer, shall be conditioned upon prior written notice the Port’s receipt of each of the following: A. In the case of a proposed assignment, a full and complete executed copy of all documents to Landlordeffectuate the assignment, together with a document in recordable form whereby the proposed assignee shall expressly assume all the covenants and conditions of this Permit and shall be in a form acceptable to Port. B. In the case of any other proposed encumbrance or proposed sublease or transfer, a full and complete executed copy of all documents to effectuate the encumbrance, sublease or transfer, which documents shall incorporate directly or by reference all of the provisions of this Permit (except for the provisions of Section 6 of this Attachment “A” which may or may not be incorporated as Permittee may elect). The form of the proposed sublease shall satisfy the applicable requirements of Paragraph I.1(a) of this Permit. (11) Unless otherwise provided by resolution duly adopted by the Board in its sole discretion assign all and absolute discretion, no sublease, assignment or any activity on the Assigned Space by any person other than Permittee, even with the Port’s consent, shall relieve Permittee of its rightsrental or other obligations of any nature whatsoever (including but not limited to indemnification and environmental obligations) hereunder, dutiesand Permittee shall continue to be liable as a principal and not as a guarantor or surety, to the same extent as though no sublease or obligations under this Lease assignment, and no such activity on the Assigned Space by any person other than Permittee, had been made or occurred, and as though all conduct of the assignee or such other person was Permittee’s conduct. Specifically, in case of any assignment, the following shall apply, unless otherwise provided in such resolution of the Board: (i) Permittee shall be and remain liable as a principal, without the necessity of any suit or proceedings on Port’s part of any kind or nature whatsoever against Permittee and without the necessity of any notice of nonpayment, nonperformance, non-observance or default to an entity which controlsthe Permittee might otherwise be entitled, all of which the Permittee hereby expressly waives. Permittee hereby expressly agrees that the validity of Permittee’s said liabilities as a principal hereunder shall not be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Port against any assignee of any of the rights or remedies reserved to the Port pursuant to the provisions of the Permit or by the relief of any assignee from any of the assignee’s obligations under the Permit or otherwise by (a) the release or discharge of any assignee in any creditors’ proceedings, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of any assignee or the estate of any assignee in bankruptcy, or of any remedy for the enforcement of any assignee’s liability under the Permit, resulting from the operation of any present or future provision of the 2005 Bankruptcy Reform Act or other statute or from the decision in any court; or (c) the rejection or disaffirmance of the Permit in any such proceedings. The liability of Permittee as a principal shall in no way be affected, modified or diminished by reason of any assignment, amendment, renewal, supplement, modification or extension of the Permit or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of the Permit, or by reason of any extension of time that may be granted by Port to any assignee or a changed or different use of the Assigned Space consented to in writing by the Port, or by reason of any dealings or transactions or matters or things occurring between Port and any assignee whether or not notice thereof is controlled by or under common control with Tenant (the “Affiliate Parties”), given to Permittee; and (ii) to a Financing Party as collateral security, (iii) The Port’s consent to any person further assignment or entity purchasing assignments, and successive assignments by any assignee and the assignee’s assigns of the Permit, made either with or otherwise succeeding by reason without notice to the Permittee, shall in no manner whatsoever release the Permittee from any liability as principal. (12) For purposes of this Section 18, an assignment shall include, if the Permittee is a corporation (except if Permittee is a corporation whose stock is publicly traded), a limited liability company or other state-chartered entity, any dissolution, merger, consolidation or other reorganization of Permittee, or the sale, issuance or other transfer of a reorganizationcontrolling percentage of the capital stock or other units representing ownership interests of Permittee, merger or consolidation to all or substantially all the sale of more than 35% of the value of the assets of TenantPermittee whether in one conveyance or cumulatively in the aggregate in more than one conveyance. The phrase “controlling percentage” means the ownership of and the right to vote, provided it includes stock or other units representing ownership interests possessing at least 35% of the Improvementstotal combined voting power of all classes of Permittee’s capital stock issued, includingoutstanding, without limitation, and entitled to vote for the Solar Facilityelection of directors, or (iv) to a purchaser at least 35% of the Improvementstotal combined voting power of all classes of other units representing ownership interests entitled to vote for the election of managers or entitled to vote on management matters of an entity managed by its members. If Permittee is a joint venture or a limited or general partnership, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the an assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) purposes of this Section 15(a)18 shall include a withdrawal, or change, voluntary, involuntary, or by operation of law, of any general partner, or of any limited partner owning more than 35% of the limited partnership interests in form and content satisfactory to Landlord. (b) Tenant shall not have that limited partnership, or a right to sublet all dissolution of Permittee or any portions general partner of the Leased Premises.Permittee, or a change in control of any general partner of Permittee or a change in control of any lim

Assignment and Subletting. (a) Except in the case of a Permitted Transfer (as defined within and pursuant to Paragraph 22(i) below), Tenant shall not have the right to assign any voluntarily or by operation of its rightslaw, duties (x) mortgage, pledge, hypothecate or obligations under encumber this Lease or any interest herein, (y) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be withheld unreasonably withheldas set forth below in this Paragraph 22. A transfer of greater than a twenty-five percent (25%) interest (whether stock, conditioned partnership interest, membership interest or delayedotherwise) of Tenant, either in one (1) transaction or a series of transactions shall be deemed to be an assignment under this Lease, except where such transfer of interests in Tenant is made to any Permitted Transferee. When Tenant requests Landlord’s consent to such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide a current and prior financial statements for the proposed assignee or subtenant, which financial statements shall be audited to the extent available and shall in any event be prepared in accordance with generally accepted accounting principles. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement, including all material terms and conditions thereof. Landlord shall have the option, to be exercised within thirty (30) days of receipt of the foregoing, to (1) terminate this Lease as of the commencement date stated in the proposed sublease or assignment, (2) sublease or take an assignment, as the case may be, from Tenant of the interest, or any portion thereof, in this Lease and/or the Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not be unreasonably withheld so long as (i) Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder, and (ii) with the exception of any Permitted Transfer, the proposed assignment or sublease will not result in more than two entities occupying the Premises at the same time. In the event Landlord elects to terminate this Lease or sublease or take an assignment from Tenant of the interest, or portion thereof, in the Lease and/or the Premises that Tenant proposes to assign or sublease as provided in the foregoing clauses (1) and (2), respectively, then Landlord shall have the additional right to negotiate directly with Tenant’s proposed assignee or subtenant and to enter into a direct lease or occupancy agreement with such party on such terms as shall be acceptable to Landlord in its sole and absolute discretion, and Tenant hereby waives any claims against Landlord related thereto, including, without limitation, any claims for any compensation or profit related to such lease or occupancy agreement. (b) Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1) whether or not the proposed subtenant or assignee is engaged in a business which, and the use of the Premises will be in an manner which, is in keeping with the then character and nature of all other tenancies in the Building, (2) whether the use to be made of the Premises by the proposed subtenant or assignee will conflict with any so-called “exclusive” use then in favor of any other tenant of the Building, and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a materially greater load upon either the Premises and/or the Building services then imposed by Tenant, (3) the business reputation of the proposed individuals who will be managing and operating the business operations of the assignee or subtenant, and the long-term financial and competitive business prospects of the proposed assignee or subtenant, and (4) the creditworthiness and financial stability of the proposed assignee or subtenant in light of the responsibilities involved. In any event, Landlord may withhold its consent to any assignment or sublease, if (i) the actual use proposed to be conducted in the Premises or portion thereof conflicts with the provisions of Paragraph 7 above or with any other lease which restricts the use to which any space in the Building may be put, (ii) the proposed assignment or sublease requires alterations, improvements or additions to any portion of the Building outside of the Premises, (iii) the portion of the Premises proposed to be sublet is irregular in shape and/or does not permit safe or otherwise appropriate means of ingress and egress, or does not comply with governmental safety and other codes, (iv) the proposed sublessee or assignee is either a governmental agency or instrumentality thereof, or (v) the proposed sublessee or assignee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed sublessee or assignee, either (x) occupies space in the Building at the time of the request for consent, or (y) is negotiating with Landlord or has negotiated with Landlord during the three (3) month period immediately preceding the date Landlord receives Tenant’s request for consent to lease space in the Building, provided that this item (v) shall only apply where Landlord has other space within the Building which would generally fit the proposed subtenant’s/assignee’s requirements and which could otherwise be made available for lease by such party. Notwithstanding the foregoing, Tenant hereby expressly waives all rights provided under California Civil Code Section 1995.310, and any similar or successor statute or law in effect or any amendment thereof during the Term and Tenant hereby acknowledges and agrees that, if it is determined by a court of law that there is not Landlord has withheld or delayed its consent to a proposed sublet or assignment of all or any portion of Tenant’s interest in this Lease in a manner which results in a breach of Landlord’s obligations under this Paragraph 22, then Tenant’s sole remedy shall be to seek a declaratory judgment and/or injunctive relief. (c) If Landlord approves an Event assignment or subletting as herein provided, Tenant shall pay to Landlord, as Rent, fifty percent (50%) of Default on the excess, if any, calculated by subtracting the (1) Base Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease, from (2) the rent, additional rent and any other compensation payable by or on behalf of assignee or sublessee to Tenant after deducting therefrom the reasonable and customary market-based leasing commissions and costs of Alterations, if any, incurred by Tenant in connection with such assignment or an event sublease, which shall, for purposes of the aforesaid calculation, be amortized on a straight-line basis over the term of such assignment or sublease. Without limiting the foregoing, in any assignment or subletting undertaken by Tenant, Tenant shall, using good faith commercially reasonable efforts, diligently seek to obtain the maximum rental amount available in the marketplace for comparable space available for similar assignment or subleasing. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord’s prior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in default under this Lease with respect to which the payment of Rent. In the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord’s collection of such rent and other sums shall not constitute an acceptance by Landlord of attornment by such assignee or subtenant. A consent to one assignment, subletting, occupation or use shall not be deemed to be a notice consent to any other or subsequent assignment, subletting, occupation or use, and consent to any assignment or subletting shall in no way relieve Tenant of default any liability under this Lease. Any assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, constitute a Default under this Lease. (d) Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for the payment of the Rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been given obtained for any such assignment or subletting). (e) Tenant shall pay Landlord’s reasonable fees (including, without limitation, the reasonable fees of Landlord’s counsel), incurred in connection with Landlord’s review and processing of documents regarding any proposed assignment or sublease. (f) Tenant acknowledges and agrees that remains uncuredthe restrictions, then conditions and limitations imposed by this Paragraph 22 on Tenant’s ability to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof, are, for the purposes of California Civil Code Section 1951.4, as amended from time to time, and for all other purposes, reasonable at the time that the Lease was entered into, and shall be deemed to be reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest herein, to sublet the Premises or any part thereof, to transfer or assign any right or privilege appurtenant to the Premises, or to allow any other person to occupy or use the Premises or any portion thereof. (g) If this Lease is assigned, whether or not in violation of the provisions of this Lease, Landlord may collect Rent from the assignee. If the Premises or any part thereof is sublet or used or occupied by anyone other than Tenant, whether or not in violation of this Lease, Landlord may, after an event of Default by Tenant, collect Rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Paragraph 22, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations under this Lease. The consent by Landlord to an assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or subletting pursuant to any provision of this Lease shall not, except as otherwise provided herein, in any way be considered to relieve Tenant from obtaining the express consent of Landlord to any other or further assignment, mortgaging, pledging, encumbering, transfer, use, occupancy or subletting. References in this Lease to use or occupancy by anyone other than Tenant shall not be construed as limited to subtenants and those claiming under or through subtenants but as including also licensees or others claiming under or through Tenant, immediately or remotely. The listing of any name other than that of Tenant on any door of the Premises or on any directory or in any elevator in the Building, or otherwise, shall not, except as otherwise provided herein, operate to vest in the person so named any right or interest in this Lease or in the Premises, or be deemed to constitute, or serve as a substitute for, or any waiver of, any prior consent of Landlord required under this Paragraph 22. (h) Each subletting and/or assignment pursuant to this Paragraph shall be subject to all of the covenants, agreements, terms, provision and conditions contained in this Lease and each of the covenants, agreements, terms, provisions and conditions of this Lease shall be automatically incorporated therein. If Landlord shall consent to, or reasonably withhold its consent to, any proposed assignment or sublease, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar payment or fee in connection with the proposed assignment or sublease. (i) Notwithstanding anything to the contrary in this Paragraph 22, Tenant may, without Landlord’s consent consent, but upon prior written notice to Landlord, in its sole discretion and delivery of evidence documenting such transfer assign all of its rightsTenant’s interest in the Lease and rights to tenancy of the Premises to either (i) any person or entity which, dutiesdirectly or indirectly, controls Tenant or is controlled by Tenant or is under common control with Tenant, (ii) any successor to Tenant by merger, consolidation or operation of law, (iii) any person or entity to whom all or substantially all of Tenant’s assets are conveyed, or (iv) any person or entity purchasing the business which Tenant conducts at the Premises, provided, however, that any such person or entity referenced in clauses (i), (ii), (iii) or (iv) shall have a net worth, determined in accordance with generally accepted accounting principles, in an amount sufficient to meet all of Tenant’s obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, any contractual indemnities provided herein) after taking into consideration all of the Solar Facilityproposed assignee’s other obligations and liabilities (an assignment pursuant to either of clauses (i), (ii), (iii) or (iv) above shall be referred to herein as a purchaser of the Improvements“Permitted Transfer”). In connection with any such Permitted Transfer, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant shall remain fully and primarily liable under this Lease and the entity to whom the assignment assignee shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on arising after the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any effectiveness of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form assignment pursuant to an assignment and content assumption agreement reasonably satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have Section 15.1.1 To a Lessee Affiliate. Lessee may, without prior approval from Lessor, sublease both Tract I and Tract II of the right to Premises, as set forth on Exhibit C, the Facility and the Leased Equipment or assign any of its rights, duties or rights and obligations under this Lease without to any corporation which is a parent, sister or wholly-owned subsidiary of Lessee (a "Lessee Affiliate"). Lessee shall give Lessor written notice of any such assignment or subletting. No assignment or subletting shall release Lessee from its liability under this Lease, unless Lessor specifically consents to a release. Section 15.1.2 To other than a Lessee Affiliate - The Facility. Lessee may sublease Tract I of the Promises as set forth on Exhibit C, the Facility and the Leased Equipment or assign its rights and obligations under this Lease to a person or entity that is not a Lessee Affiliate with the prior written consent of LandlordLessor, which consent shall not be unreasonably withheldwithheld if Lessor is satisfied as to the ability of the proposed transferee to make the rent payments due and owing hereunder and to comply with Lessee's other obligations under this Lease. No assignment or subletting shall release Lessee from its liability under this Lease, conditioned unless Lessor specifically consents to a release. Section 15.1.3 To other than a Lessee Affiliate - Additional Property. Lessee may sublease Tract II of the Premises, as set forth on Exhibit C. or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in assign its sole discretion assign all of its rights, duties, or rights and obligations under this Lease (i) with respect to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) Tract II to a Financing Party as collateral security, (iii) to any person or entity purchasing that is not a Lessee Affiliate without the prior written consent of Lessor. No assignment or otherwise succeeding by reason of a reorganizationsubletting shall release Lessee from its liability under this Lease, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) unless Lessor specifically consents to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordrelease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have no power to, either voluntarily, involuntarily, by operation of law or otherwise, sell, assign, transfer or hypothecate this Lease, or sublet the right Premises or any part thereof, or permit the Premises or any part thereof to assign any of its rights, duties be used or obligations under this Lease occupied by anyone other than Tenant or Tenant’s employees without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Subject to the terms of this Article 15, conditioned if Tenant is a corporation, unincorporated association, partnership or delayedlimited liability company, the sale, assignment, transfer or hypothecation of any class of stock or other ownership interest in such corporation, association, partnership or limited liability company in excess of twenty-five percent (25%) in the aggregate shall be deemed a “Transfer” within the meaning and provisions of this Article 15. Notwithstanding Tenant may transfer its interest pursuant to this Lease only upon the following express conditions, which conditions are agreed by Landlord and Tenant to be reasonable: (a) That the proposed Transferee (as hereafter defined) shall be subject to the prior written consent of Landlord, which consent will not be unreasonably withheld but, without limiting the generality of the foregoing, provided that there it shall be reasonable for Landlord to deny such consent if: (i) The use to be made of the Premises by the proposed Transferee is (a) not generally consistent with the character and nature of all other tenancies in the Project, (b) a use which conflicts with any so-called “exclusive” then an Event in favor of Default on another tenant of the part Project or any other buildings which are in the same complex as the Project unless such use is permitted under Article 1.F of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, dutiesthis Lease, or obligations under (c) a use which would be prohibited by any other portion of this Lease (iincluding but not limited to any Rules and Regulations then in effect provided such Rules and Regulations do not conflict with the terms of this Lease); (ii) The financial responsibility of the proposed Transferee is not at least equal to an those which were possessed by Tenant as of the date of execution of this Lease; (iii) The proposed Transferee is either a governmental agency or instrumentality thereof; (iv) Either the proposed Transferee or any person or entity which directly or indirectly controls, is controlled by or is under common control with Tenant the proposed Transferee (A) occupies space in the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all Project at the time of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facilityrequest for consent, or (ivB) to a purchaser is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date of the Improvementsproposed Transfer, includingto lease space in the Project; or (v) The rent charged by Tenant to such Transferee during the term of such Transfer, without limitationcalculated using a present value analysis, is less than the Solar Facility. Prior to any assignment: (i) Tenant and rent being quoted by Landlord at the entity to whom time of such Transfer for comparable space in the assignment shall be madeProject for a comparable term, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to calculated using a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordpresent value analysis. (b) Upon Tenant’s submission of a request for Landlord’s consent to any such Transfer, Tenant shall pay to Landlord Landlord’s standard processing fee of One Thousand Dollars ($1,000.00) and reasonable attorneys’ fees and costs incurred in connection with the proposed Transfer, which attorneys’ fees and costs shall not have a right exceed One Thousand Five Hundred Dollars ($1,500.00); (c) That the proposed Transferee shall execute an agreement pursuant to sublet which it shall agree to perform faithfully and be bound by all or any portions of the Leased Premises.terms, covenants, conditions, provisions and agreements of this Lease applicable to that portion of the Premises so transferred; and (d) That an executed duplicate original of said assignment and assumption agreement or other transfer on a form reasonably approved by Landlord, shall be delivered to Landlord within five (5) days after the execution thereof, and that such transfer shall not be binding upon Landlord until the delivery thereof to Landlord and the execution and delivery of Landlord’s consent thereto. It shall be a condition to Landlord’s consent to any subleasing, assignment or

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned conditione d or delayed. Notwithstanding Notwithstandin g the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s 's consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “"Affiliate Parties”"), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar FacilityFacility . Prior to any assignmentassignment : (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to LandlordLandlord ; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) aboveabove . For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignmentassignment . Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a15 (a), in form and content satisfactory to Landlord. Landlord . (b) Tenant Tenan t shall not have a right to t o sublet all or any portions of the Leased PremisesPremises .

Assignment and Subletting. 14.1. Subject to the provisions of Section 2.2, above, relating to the option terms of this Lease being personal to Lessee and subject to the provisions of Section 4.1, above, relating to the restrictions on the use of the Demised Premises, Lessee may sublet up to eighty percent (a80%) Tenant shall not have of the right to Demised Premises or any part thereof, or may assign any of its rights, duties or obligations interest under this Lease, provided that each assignment or sublease shall expressly be made subject to the provisions of this Lease without and further provided that Lessee shall remain primarily liable under the prior consent terms of Landlordthis Lease. No assignment or sublease made as permitted by this Section shall affect or reduce any obligations of Lessee or rights of Lessor hereunder. Any assignment or subletting of the Premises during or for any Option Term shall be subject to the provisions of Section 14.3, which consent shall not be unreasonably withheld, conditioned or delayedhereinafter. 14.2. Notwithstanding the foregoing, provided that there is not then an Event of Default on and notwithstanding the part of Tenant or an event provisions and restrictions with respect to which a notice of default has been given that remains uncuredoptions as set for in Section 2.2, then Tenant mayabove, without Landlord’s consent but upon prior written notice to LandlordLessee may freely assign, in its sole discretion assign all of its rights, duties, sublease or obligations under transfer this Lease (i) to an entity any corporation which controls, is controlled by owns or under common control with Tenant (the “Affiliate Parties”)controls Lessee, (ii) to a Financing Party as collateral securityany corporation owned or controlled by Lessee, (iii) to any person corporation owned or entity purchasing controlled by, or otherwise succeeding by reason which is an Affiliate of any corporation which owns or controls Lessee, (iv) to any corporation resulting from a consolidation or to the surviving corporation in case of a reorganizationmerger, to which consolidation or merger Lessee shall be a party, or consolidation (v) to a corporation to which all or substantially all of the assets of TenantLessee have been sold (any such entity referred to in (i) through (v) above being herein referred to as an "Affiliate"). 14.3. If, during any Option Term Lessee desires to assign the Lease Lessee shall give Lessor written notice of such intent, accompanied by the identity of the proposed assignee and such other information as lessor may reasonably request and which is in the possession of Lessee. Lessor shall then have a period of twenty (20) days following receipt of such notice and information within which to notify Lessee in writing that Lessor elects either (i) to terminate this Lease as of the date specified by Lessee in the information provided it includes to Lessor, in which event Lessee shall be relieved of all liabilities hereunder except the Improvementsliability to pay rent up to the date of such termination and any accrued charges, costs and expenses required to be paid by Lessee hereunder up to the date of such termination, and any other liabilities Lessee may have hereunder, including, without limitation, the Solar Facilityany indemnity obligations arising prior to such termination, or (ii) to permit such assignment, which Big 5, Fontana, CA 2-12-96 (8) permission shall not be unreasonably withheld. In the event Lessee sublets the Premises for occupancy during an Option Term and such sublet provides for a rental stream in excess of that payable by Lessor to Lessee hereunder, than seventy five percent (75%) of such "profits" (being defined as all income received by Lessee from a subtenant in excess of remodel, brokerage and other similar costs incurred in connection with the transaction) shall be payable to Lessor and the remaining twenty five percent (25%) shall be paid to Lessee. In the event Lessee sublets the Premises for occupancy during an Option Term and such sublet covers fifty one percent (51%) or more of the Demised Premises, such sublet shall be deemed an assignment for purposes of this Section 14.3 and subject to Lessor's right to either permit the subletting or terminate this Lease. The provisions of this Section 14.3 shall not apply in connection with any subletting by Lessee (i) to any corporation which owns or controls Lessee, (ii) to any corporation owned or controlled by Lessee, (iii) to any corporation owned or controlled by or affiliated with any corporation which owns or controls Lessee, (iv) to any corporation resulting from a purchaser consolidation or to the surviving corporation in case of a merger, to which consolidation or merger Lessee shall be a party, or (v) to a corporation to which all or substantially all of the Improvements, including, without limitation, the Solar Facility. Prior assets of Lessee have been sold (any such entity referred to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (ivv) above. For the avoidance of doubt, any collateral assignment above being herein referred to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(aas an "Affiliate"), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all of its interest in or rights with respect to the Premises or Tenant's leasehold estate hereunder (collectively, "Assignment"), or permit all or any portion of the Premises to be occupied by anyone other than Tenant, sublet all or any portion of the Premises or transfer a portion of Tenant's interest in or rights with respect to Tenant's leasehold estate hereunder (collectively, "Sublease"), without Landlord's prior consent in each instance; provided, however, that Tenant shall have the right with notice to, but without the consent of, Landlord to assign any enter into an Assignment of its rights, duties or obligations under this Lease without or to Sublease the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) Premises to an entity which that controls, is controlled by or is under common control with with, Tenant (hereinafter referred to as an "Affiliate"). No Assignment of this Lease or Sublease of the “Premises to an Affiliate Parties”)shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after such Assignment or Sublease. (b) If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of all or any portion of the Premises, Tenant shall first give notice to Landlord of such desire, which notice shall contain (i) the name and address of the proposed assignee, subtenant or occupant, (ii) the nature of the proposed assignee's, subtenant or occupant's business to a Financing Party as collateral securitybe carried on in the Premises, (iii) the terms and provisions of the proposed Assignment or Sublease and (iv) such financial information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant. (c) Except in the case of an Assignment of this Lease or a Sublease of the Premises to an Affiliate, at any time within fifteen (15) business days after Landlord's receipt of the notice specified in Subsection 13(b), Landlord may by notice to Tenant elect to (i) terminate this Lease as to the portion (including all) of the Premises that is specified in Tenant's notice, with a proportionate abatement in Base Rent payable by Tenant, (ii) consent to the Sublease or Assignment, or (iii) disapprove the Sublease or Assignment. As a condition for granting its consent to any person Assignment or entity purchasing Sublease, however, Landlord may require that Tenant agree to pay to Landlord the amount by which all sums payable to Tenant in connection with such Assignment or otherwise succeeding Sublease exceed Rent payable by reason Tenant to Landlord hereunder (or a proportionate amount of a reorganization, merger or consolidation to all or substantially all such Rent representing the portion of the assets Premises subject to a Sublease if less than the entire Premises are subject to a Sublease). If Landlord. consents to the Sublease or Assignment within such fifteen (15) business day period, Tenant may, within ninety (90) days after Landlord's consent, but not later than the expiration of Tenantsuch ninety (90) days, provided it includes enter into such Assignment or Sublease upon the Improvementsterms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Subsection 13(b). (d) No consent by Landlord to any Assignment or Sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after such Assignment or Sublease. The consent by Landlord to any Assignment or Sublease shall not relieve Tenant from the obligation to obtain Landlord's express consent to any other Assignment or Sublease. Any Assignment or Sublease that fails to comply with this Section 13 shall be void and, at the option of Landlord, shall constitute an Event of Default by Tenant under this Lease. The acceptance of Rent by Landlord from a proposed assignee or sublessee shall not constitute the consent to such Assignment or Sublease by Landlord. (e) Any sale or other transfer, including, without limitation, one by consolidation, merger or reorganization, of a majority of the Solar Facilityvoting stock of Tenant (or of any guarantor of Tenant's obligations under this Lease), if Tenant (or such guarantor) is a corporation, or (iv) to any sale or other transfer of a purchaser majority of the Improvementspartnership interests in Tenant (or of any guarantor of Tenant's obligations under this Lease), if Tenant (or such guarantor) is a partnership, shall be an Assignment for purposes of this Section 13. (f) Each assignee, sublessee or other transferee (including, without without, limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be madeAffiliate), other than Landlord, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the all obligations of Tenant under this Lease unless and until a foreclosure on shall be and remain liable jointly and severally, with Tenant for the collateral assignment. Landlord agrees that upon the written request payment of TenantRent, and at no expense for the performance of all the provisions of this Lease; provided, 'however, that the assignee, sublessee or other transferee shall be liable to Landlord for rent and additional charges only in the amount set forth in the Assignment or Sublease. No Assignment shall be binding on Landlord unless the assignee or Tenant shall deliver to Landlord a counterpart of the Assignment and an instrument in recordable form that contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, Landlord shall sign a separate written consent for any consistent with the requirements of this Subsection 13(b), but the failure or refusal of the assignments listed in subsections (i) through (iv) assignee to execute such instrument of this Section 15(a), in form and content satisfactory to Landlordassumption shall not release or discharge the assignee from its liability as set forth above. (bg) In the event of any Assignment or Sublease by Tenant or in the event Tenant requests Landlord's approval of any Assignment or Sublease, Tenant shall not have a right to sublet all or any portions of the Leased Premisespay Landlord's reasonable attorneys' fees, costs and disbursements incurred in connection therewith, but in no event shall Tenant pay an mount higher than $650.00.

Assignment and Subletting. (a) Tenant shall not have the right to not, voluntarily or by operation of law, assign or transfer all or any portion of its rights, duties or obligations Tenant's interest under this Lease or in the Premises, sublease all or any portion of the Premises, or allow any other person or entity (except Tenant's employees, agents and invitees) to occupy or use all or any portion of the Premises, without the prior written consent of Landlord, which . Landlord's consent shall not be unreasonably withheld, conditioned or delayedwithheld subject to the terms of this Paragraph 13. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect Without limiting Landlord's right to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s withhold such written consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease Paragraph 13, Landlord's refusal to provide such written consent shall be deemed reasonable if: (i) The character, reputation and financial responsibility of the proposed assignee, transferee or subtenant is not satisfactory to an entity which controlsLandlord or, in any event, is controlled not at least equal to the character, reputation and financial responsibility possessed by Tenant or under common control with represented to Landlord to be possessed by Tenant as of the date of the execution of this Lease and/or the date of the requested consent; or (ii) The proposed assignee, transferee or subtenant fails to agree in writing to assume and be bound by all of the “Affiliate Parties”)terms and provisions of this Lease. (b) To the extent that the aggregate amount of any rental or other payments to be made by the proposed assignee, transferee or sublessee to Tenant exceeds the sum of (i) the aggregate amount of the monthly Base Rent payable by Tenant to Landlord during the term of such sublease, transfer or assignment or the 20 remaining Term of the Lease, whichever expires earlier, (ii) to a Financing Party as collateral securitythe amount of any commissions payable in connection with such sublease, transfer or assignment, and (iii) the cost of any alterations or improvements reasonably requested to any person be installed in connection with such sublease, transfer or entity purchasing assignment, such excess amount shall be amortized ratably over the term of such sublease, transfer or otherwise succeeding by reason of a reorganization, merger assignment or consolidation to all or substantially all the remaining Term of the assets Lease, whichever expires earlier, and fifty percent (50%) of such amortized portion of such excess amount shall be paid by Tenant to Landlord on the first day of each month during the applicable term. (c) If Tenant is a corporation or at any time becomes a corporation which, under the then current laws of the State of California, is not deemed a public corporation, or is an unincorporated association or partnership, the transfer or assignment, directly or indirectly, of any stock or interest in such corporation, association or partnership during the Term of this Lease which, in the aggregate, exceeds forty-nine percent (49%) of the total shares and/or interest of such corporation, association or partnership and is accompanied by a material change in senior management shall be deemed an assignment within the meaning and provisions of this Paragraph 13. (d) In the event Tenant proposes to transfer, assign, or sublet the Premises or Tenant's interest under this Lease, provided it includes enter into any license or concession agreement or effect any change of ownership in the ImprovementsPremises, Tenant shall, within thirty (30) days prior to the proposed transaction, supply to Landlord the following in writing: (i) The name and address of the proposed assignee, transferee or subtenant. (ii) All details as to the proposed assignment, subletting or transfer, including, without limitation, all of the Solar Facilityterms and conditions thereof and all sums or consideration to be paid in connection therewith. (iii) A financial statement certified by an officer, partner or principal of the proposed assignee, transferee or subtenant, dated within thirty (30) days of the date of notification of the proposed transfer, assignment, sublease. (iv) Within ten (10) days prior to any transfer, assignment or sublease, true, correct and complete copies of all agreements, assignments, subleases and documents pertaining thereto. (e) Any additional documentation reasonably required by Landlord shall be prepared and executed by Tenant and its assignee, subtenant or transferee and delivered to Landlord prior to, and as a purchaser condition to the effectiveness of, any such assignment, sublease or transfer. Tenant shall pay to Landlord upon demand all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Landlord in connection with Landlord's analysis and processing of, and review, preparation and negotiation of all documentation related to, any proposed assignment, sublease or transfer, whether or not Landlord consents thereto. (f) Notwithstanding anything contained herein to the contrary, no sublease, transfer or assignment by Tenant of the ImprovementsPremises or Tenant's interest under this Lease shall release Tenant or any guarantor from any liability under this Lease, includingregardless of whether or not Landlord's consent is required herein, without limitation, nor shall Landlord's failure to give Tenant or any such guarantor notice of Tenant's default under any of the Solar Facilityterms or conditions of this Lease release Tenant or such guarantor from any liability hereunder. Prior A consent to any assignment: (i) Tenant and , subletting, occupation or use shall not be deemed a consent to any subsequent assignment, subletting, occupation or use. Any purported assignment, subletting or permission to occupy or use the entity to whom Premises without the assignment prior written consent of Landlord shall be madevoid and shall, shall contemporaneously with at the assignmentoption of Landlord, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to constitute a Financing Party shall not require any such collateral assignee to assume the obligations of default by Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant may assign this Lease or sublet the whole or any part of the Land, without the prior written consent of Landlord, to any parent, subsidiary, or affiliate of Tenant (including a partnership in which Tenant or an affiliate of Tenant is a partner), which shall not include without limitation an assignment of Tenant's interest under this Lease by operation of law, or as the consequence of a merger of Tenant into or with another entity, or a dissolution of or change of control of ownership of Tenant. Further, Tenant shall have the right to assign any this Lease, without the prior consent of its rightsLandlord, duties in connection with a sale or obligations conveyance by Tenant of the Maple Tree Place shopping center. Additionally, Tenant shall have the right to place a loan on ▇▇▇▇▇▇'s entire interest under this Lease as provided in Section 49. Otherwise, Tenant shall not assign this Lease to any other third party without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (b) No assignment or subletting or collection of rent from the assignee or subtenant shall be deemed to constitute a novation or in any way release Tenant, from further performance of its obligations under this Lease; and Tenant, shall continue to be liable under this Lease for the balance of the primary term and any renewal term the option for which was exercised by Tenant or included in the assignment by Tenant, with the same force and effect as if no such assignment had been made, unless otherwise released by Landlord in writing. Notwithstanding the foregoing, provided that there is not then an Event or anything else in this Lease to the contrary, upon any assignment of Default on this Lease as permitted under the part terms of Section 16(a) above, Tenant or an event with respect shall be deemed to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign be released from all of its rights, duties, or obligations liability under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (arising from and after the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason date of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any such assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant 20.1. Subtenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not directly or indirectly assign, mortgage or encumber this Sublease, nor underlet, or suffer or permit the Sublease Premises or any part thereof to be used by any other parties. 20.2. Notwithstanding anything to the contrary contained in Section 20.1, Subtenant shall have the right right, subject to assign any of its rights, duties or obligations under this Lease without the prior written consent of LandlordSublandlord, in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding and the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to consent of Prime Landlord, in its sole discretion assign all of its rightseach instance, duties, or obligations under this Lease (i) to an entity which controlsassign this Sublease or sublet a portion of the Sublease Premises to a "related corporation" of Subtenant, as such term is controlled by defined in the Prime Lease or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) assign this Sublease to any person corporation which is a successor to Subtenant by merger or entity purchasing or otherwise succeeding by reason consolidation, unless the principal purpose of a reorganization, such merger or consolidation is the acquisition of Subtenant's interest in this Sublease, provided in each instance that the Sublease Premises shall not be divided. Subtenant shall, within ten (10) days after execution thereof, deliver to all or substantially Sublandlord (a) a duplicate original instrument of assignment in form and substance reasonably satisfactory to Sublandlord, duly executed by Subtenant, (b) an instrument in form and substance reasonably satisfactory to Sublandlord, duly executed by the assignee, in which such assignee shall individually assume the observance and performance of, and agree to be personally bound by, all of the assets terms, covenants and conditions of Tenantthis Sublease on Subtenant's part to be observed and performed and (c) any instrument required by Prime Landlord in connection with its consent to such transaction, provided it includes if granted. Except as set forth above, a transfer of a controlling interest in the Improvementsshares of Subtenant at any one time or over a period of time through a series of transfers, shall be deemed an assignment of this Sublease and shall be subject to all of the provisions of this Article 20, including, without limitation, the Solar Facilityrequirement that Subtenant obtain Sublandlord's and Prime Landlord's prior consents thereto. The transfer of shares of Subtenant for purposes of this Section 20.2 shall not include the sale of shares by persons other than those deemed 'insiders' within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the 'over-the-counter market' or through any recognized stock exchange. 20.3. Nothwithstanding any assignment and assumption of the obligations of Subtenant hereunder, whether or not the consent of Sublandlord has been obtained, Subtenant herein named, and each immediate or remote successor in interest of Subtenant herein named, shall remain liable jointly and severally (as a primary obligor) with Subtenant's assignee and all subsequent assignees (as permitted hereunder) for the performance of Subtenant's obligations under this Sublease, and, without limiting the generality of the foregoing, shall remain fully and directly responsible and liable to Sublandlord for all acts and omissions on the part of any such assignee. 20.4. The consent by Sublandlord to any subletting or assignment shall not relieve Subtenant from obtaining the express consent in writing of Sublandlord and Prime Landlord to any other or further subletting or assignment nor shall any subletting or assignment release Subtenant's obligations hereunder. 20.5. If Subtenant's interest in this Sublease be assigned, Sublandlord may collect rent from the assignee and apply the net amount collected to the Fixed Rent and Escalation Rent herein reserved, but no such assignment or collection shall be deemed a waiver of the provisions of this Article or of any default hereunder or the acceptance of the assignee as Subtenant, or (iv) to a purchaser release of Subtenant from the further observance or performance by Subtenant of all of the Improvementscovenants, conditions, terms and provisions on the part of Subtenant to be performed or observed hereunder. 20.6. Subtenant agrees that it shall be liable for the reimbursement of all of Sublandlord's and Prime Landlord's expenses (including, without limitation, the Solar Facility. Prior to any assignment: (ireasonable attorneys' fees and disbursements) Tenant and the entity to whom the assignment shall be made, shall contemporaneously incurred in connection with the assignmentreview, execute and deliver processing and/or acceptance or rejection, as the case may be, of any Subtenant request to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory sublet the Sublease Premises or assign the Sublease. 20.7. Nothwithstanding anything to Landlord; and the contrary herein, Sublandlord shall have the right, to be exercised by written notice to Subtenant given within thirty (ii30) Tenant shall provide Landlord with reasonable evidence that days after Sublandlord's receipt of written notice of any desire or proposal to sublet the assignee fits within one Sublease Premises or transfer or assign this Sublease, to recapture all or those portion(s) of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any Sublease Premises affected by such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenantproposal, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of terminate this Section 15(a), in form and content satisfactory Sublease with respect to Landlordsame. (b) Tenant 20.8. Sublandlord shall not have a the right to sublet 100% of any and all profits arising from any subleases or assignments by Subtenant or by any portions of the Leased Premisesparties holding by or under Subtenant.

Assignment and Subletting. (a) Except as otherwise provided in this Section 15, Tenant shall not have the right right, subject to assign any Landlord’s approval of its rights, duties or obligations under this Lease without the prior consent of Landlordnon-related third parties, which consent approval shall not be unreasonably withheld, conditioned to assign, mortgage, pledge, encumber, or delayedtransfer Tenant’s interests under this Lease, and to sublease all or any portion of the Premises and/or Tenant’s allocated parking spaces upon such term and conditions as Tenant may choose, and no such assignment, mortgage, pledge, encumbrance, transfer, or subletting shall relieve Tenant of any of its obligations under this Lease. Notwithstanding Tenant shall remain the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event party primarily responsible to Landlord under this Lease with respect to which the Premises, regardless of such assignment, mortgage, pledge, encumbrance, transfer, or subleasing. Except as otherwise provided in this Section 15, Any assignment, mortgage, pledge, encumbrance, transfer or sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a notice default. (b) Notwithstanding any other provisions of default has been given that remains uncured, then this Section 15: (1) Tenant maymay assign this Lease or sublet the Premises or a portion thereof, without Landlord’s consent consent, but upon with prior written notice notice, to Landlordany corporation, in its sole discretion assign all of its rightspartnership, duties, individual or obligations under this Lease (i) to an other entity which controls, is controlled by or is under common control with Tenant (Tenant; or to any corporation, partnership, individual or other entity, resulting from the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) merger or consolidation with Tenant; or to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially that acquires all of the assets of Tenant’s business going concern, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: that (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubtor subtenant assumes, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume in full, the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of TenantLease, (ii) Tenant remains fully liable under this Lease, and (iii) the use of the Premises remains unchanged; (2) Tenant may sublet offices and secretary bays within the Premises to service professionals and private business people (e.g., attorneys, accountants, engineers, and lobbyists) without Landlord’s consent; provided that no such subletting shall require the installation of any separate entrances, additional demising walls, or reception areas within the Premises. (c) If, at no expense any time, or from time to time, during the Term, Tenant desires to assign this Lease with respect to, or to sublet, all or any part of the Premises, in a transaction requiring Landlord’s consent as set forth elsewhere in this Section 15, then at least fifteen (15) business days prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) which shall set forth the name, address and business of the proposed assignee or subtenant, information (including financial statements and references) concerning the character of the proposed assignee or subtenant, in the case of a proposed sublease, a detailed description of the space proposed to be sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or subtenant to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require, and if Landlord promptly requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. (d) When Landlord receives a Transfer Notice, Landlord shall sign be permitted to consider any reasonable factor in determining whether or not to withhold its consent to a separate written proposed assignment or sublease, and Landlord shall make such determination within fifteen (15) business days following Landlord’s receipt of the Transfer Notice. Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent if any of the assignments listed in subsections following conditions are not satisfied: (1) The proposed use by the transferee shall (i) through comply with Tenant’s permitted use, (ii) be consistent with the general character of businesses carried on by tenants of a first-class office building, (iii) not increase the likelihood of damage or destruction, (iv) not increase the density of this Section 15(aoccupancy of the Premises or increase the amount of pedestrian and other traffic through the Building to a level inconsistent with Class A downtown office space, (v) not be likely to cause an increase in insurance premiums for insurance policies applicable to the Building, (vi) not require new tenant improvements incompatible with then-existing Building systems and components, (vii) unless paid by Tenant, not require Landlord to make modifications to the Building outside of the Premises (in order, for example, to comply with laws such as the ADA), (viii) not increase the electrical or HVAC usage in form the Premises, and content satisfactory (ix) not otherwise have or cause a material adverse impact on the Premises, the Building, the Project, or Landlord’s interest therein; (2) The proposed transferee shall not be a foreign or domestic governmental entity; and (3) If Landlord has vacant space at the Building suitable for such proposed transferee, the proposed transferee shall not be an existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing, or with whom Landlord has had any dealings within the previous six (6) months, with respect to Landlordthe leasing of space in the Building, and with whom Landlord has or had a letter of intent, term sheet, request for leasing proposal, or other written and delivered evidence, whether or not executed by both parties, of prospective terms and conditions for leasing such space; provided that such person or entity is listed on a written notice given by Landlord to Tenant within ten (10) days after Tenant gives Landlord a written request for the identities of all such persons or entities. (be) Provided Landlord has consented to such assignment or subletting as proposed in a Transfer Notice, Tenant shall not be entitled to enter into such Assignment or Sublease with the third party identified in the Transfer Notice subject to the following conditions: (1) At the time of the transfer, no material event of default under this Lease shall have occurred and be continuing; (2) The assignment or sublease shall be on the same terms set forth in the Transfer Notice given to Landlord; (3) No assignment or sublease shall be valid and no assignee or sublessee shall take possession until a copy of the executed assignment or sublease has been delivered to Landlord; (4) No assignee or sublessee shall have a right further to assign or sublet without Landlord’s consent thereto in each instance, which consent in the case of a future assignment should not be unreasonably withheld; (5) Any assignee shall have assumed in writing the obligations of Tenant under this Lease; (6) Any subtenant shall have agreed in writing to comply with all or any portions applicable terms and conditions of this Lease with respect to the Space; (7) In the event Tenant sublets greater than twenty-five percent (25%) of the Leased entire Premises., Tenant shall deliver to Landlord fifty percent (50%) of any excess rent within thirty (30) days of Tenant’s receipt thereof pursuant to such subletting. As used herein, “excess rent” shall mean any sums or economic consideration received by Tenant pursuant to such subletting in excess of the amount of the Rent and all other monetary obligations and liabilities of Tenant under this Lease; provided, however, that no excess payment shall be payable until Tenant shall have recovered therefrom all of the costs incurred by Tenant for brokerage commissions, tenant improvement work, reasonable attorneys’ fees, reasonable marketing expenses, and other reasonably incurred costs and expenses, in conjunction with such sublease; and

Assignment and Subletting. (a) For any assignment and subletting, subject to the remaining subsections of Article 13, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, which consent is not to be unreasonably withheld or delayed, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, terminate this Lease. Subject to subparagraph 13(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord. Tenant may assign the subject lease or may sublet the premises or any part thereof, without Landlord's consent after notice, to any subsidiary, parent, affiliate or controlled corporation which is owed at least 50% by Tenant, or to any corporation to which Tenant may be converted or with which it may merge with Tenant as survivor, or who acquires substantially all of Tenant's stock or assets provided that as to asset acquisitions, (A) the financial condition of the proposed assignee or sublessee is at least equal to the financial condition of the Tenant as of the date of this Lease, as determined by Landlord in its reasonable judgement, and (B) the prospective assignee and the Tenant enter into an Assignment and Assumption Agreement with Landlord in form and substance satisfactory to Landlord and its legal counsel, providing, INTER ALIA, that the Tenant shall remain bound to Landlord under the Lease. For any other subletting, Landlord agrees that it will not unreasonably withhold, condition or delay its consent. (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assignment of sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale, depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant ("Landlord's Election Notice") within forty-five (45) days next following Landlord's receipt of Tenant's notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease in the instance of a proposed assignment, or recapture that portion of the Premises proposed to be sublet (and a pro-rata portion of designated and non-designated parking spaces, as aforesaid) and terminate the Lease with respect thereto, in the instance of a proposed sublease; provided, however, that in the event that the Landlord elects to recapture the Premises or such portion as is proposed by Tenant to be sublet, Tenant shall be permitted to withdraw its request for an assignment or sublease by furnishing written notice thereof to Landlord within five (5) days of the date of the Landlord's Election Notice. The Landlord, if it so elects, as an alternative to its option to recapture the Premises or such portion as is proposed by Tenant to be sublet, shall have the right to assign allow said assignment or sublease and, in said instance, Landlord shall be entitled to retain one hundred percent (100%) of any of its rights, duties or obligations additional payments (over and above the Rent and Additional Rent payable under this Lease Lease) received by Tenant from said assignee or sublessee in connection with the assignment or sublease of all or part of the Premises after Tenant's recovery of those reasonable costs and expenses incurred directly in connection therewith. Notwithstanding the language contained in this subsection (b), the Tenant shall have the one time right to sublease up to 5,000 square feet of space in the Premises, subject to the Landlord's approval in accordance with Section 13(a) hereof, without the Landlord having the right to recapture said space provided that said sublease is to one single sublessee for a one time sublease right only. In the event that the sublease is for more than 5,000 square feet, or in the event that the sublease is not the first sublease request under this Section 13, then Landlord shall have all of the recapture rights set forth in this subsection (b). NOTWITHSTANDING THE LANGUAGE CONTAINED IN THIS SECTION 14(b), THE TENANT SHALL HAVE THE RIGHT TO SUBLEASE ONE HUNDRED PERCENT (100%) OF THE PREMISES FROM TIME TO TIME WITHOUT TRIGGERING THE RIGHT OF THE LANDLORD TO RECAPTURE THE PREMISES UNDER THIS SECTION 13(b) PROVIDED THAT (i) ALL OF THE OTHER TERMS AND CONDITIONS SET FORTH IN THIS SECTION 13 AND THIS LEASE ARE MADE SUBJECT TO SAID SUBLEASE, AND (ii) LANDLORD RECEIVES ONE HUNDRED PERCENT (100%) OF THE EXCESS RENT RECEIVED BY TENANT FROM SAID SUBLESSEE (WITH NO DEDUCTION OF ANY COSTS OR EXPENSES INCURRED BY TENANT IN CONNECTION THEREWITH), AND (iii) LANDLORD SHALL HAVE THE FULL RIGHT TO RECAPTURE THE PREMISES IN THE EVENT THAT SAID PROPOSED SUBLEASE WOULD OCCUR WITHIN THE LAST THREE (3) YEARS OF THE ORIGINAL TERM OF THIS LEASE OR THE LAST EIGHTEEN (18) MONTHS OF ANY RENEWAL OPTION UNDER THIS LEASE. (c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. The cost of erecting any required demising walls, entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable code requirements and Landlord's then-standard base building specifications, shall be performed by Landlord's contractors, at Tenant's sole cost and expense. Upon the completion of any recapture and termination as provided herein, Tenant's remaining Fixed Rent, Operating Expense and remaining monetary obligations of Tenant shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises. (d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form acceptable to Landlord) within a period of five (5) months next following Landlord's notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case the prior written consent of LandlordLandlord to such transaction, which consent shall not be unreasonably withheld. If, conditioned however, Tenant shall not have assigned this Lease or delayedsublet the Premises with Landlord's prior written consent as aforesaid within five (5) months next following Landlord's notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord's consent to the proposed transaction, whereupon Landlord's right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above. Notwithstanding For purposes of this Section 13(d), and without limiting the foregoingbasis upon which Landlord may withhold its consent to any proposed assignment or sublease, provided the parties agree that there it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant at the time Tenant executes this Lease, or which is otherwise not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee or sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iv) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (v) Tenant is proposing a sublease at a rental or subrental rate which is substantially less than the then fair market rental rate for the portion of the Premises being subleased or assigned, or Tenant is proposing to assign or sublease to an Event existing tenant of Default on the part Building or another property owned by Landlord or by its partners, or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating; (vi) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of Tenant code requirements, or an event require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per per 1,000 rentable square feet of floor space, or (vii) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with respect to which a notice the "Permitted Use" specified herein, would or might reasonably otherwise be in conflict with express provisions of default has been given that remains uncuredthis Lease, then Tenant maywould or might reasonably violate the terms of any other lease for the Building, without Landlord’s consent but upon prior written notice to Landlordor would, in its sole discretion assign all Landlord's reasonable judgement, otherwise be incompatible with other tenancies in the Building. (e) Any sums or other economic consideration received by Tenant as a result of its rightsany subletting, dutiesassignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or obligations assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be paid fifty (50) percent to Landlord in their entirety without affecting or reducing any other obligation of Tenant hereunder. (f) Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. (g) In the event that (i) to an entity which controlsthe Premises or any part thereof are sublet and Tenant is in default under this Lease, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a Financing Party waiver of the provisions of this Article 13 with respect to assignment and subletting, or the acceptance of such assignee or subtenant as collateral securityTenant hereunder, or a release of Tenant from further performance of the covenants herein contained. (iiih) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord Landlord's reasonable attorneys' fees in an amount not to exceed $750.00. (i) Notwithstanding anything to the contrary contained herein, regardless of whether Landlord shall consent thereto (or whether such transaction shall otherwise be permitted hereunder upon notice to, but without the consent of Landlord), no assignment of this Lease and no subletting of the Premises or any person portion thereof shall release Tenant of Tenant's obligations hereunder, or entity purchasing alter the primary liability of Tenant to pay the Rent and to perform any and all other obligations to be performed by the holder of the tenant interest hereunder, and it shall be an express condition of any assignment or sublease that a fully-executed, original counterpart of the assignment or sublease agreement, in form specified by or otherwise succeeding acceptable to Landlord, shall be furnished to Landlord prior to the effective date thereof. Any assignment document shall, among its terms, contain an express agreement by reason of a reorganization, merger or consolidation the assignee to all or substantially assume and be bound by all of the assets obligations to be performed and discharged by the holder of Tenantthe tenant interest hereunder, provided it includes and shall include an affirmation by the Improvementsassignor of its continuing primary liability hereunder notwithstanding such assignment. Any sublease document shall, among its terms, be expressly subject and subordinate in all respects to this Lease, and the shall contain an affirmation by the sublessor of its continuing primary liability hereunder notwithstanding such sublease. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (j) Anything in this Article 13 to the contrary notwithstanding (including, without limitation, the Solar Facility, any provisions herein regarding permitted assignments or (ivsubleases) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the no assignment or sublease shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant permitted under this Lease unless if, at the time Tenant seeks approval therefor, or at any time thereafter until such assignment or sublease becomes effective and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request shall be implemented, Tenant is in default beyond applicable cure periods of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of its obligations under this Section 15(a), in form and content satisfactory to LandlordLease. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not have the right to assign enter into nor permit any Transfer voluntarily or by operation of its rightslaw, duties or obligations under this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or delayed. Notwithstanding an affiliate of Landlord, (ii) the foregoingcreditworthiness of the proposed transferee is unacceptable to Landlord in Landlord’s reasonable discretion, provided that there is not then (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee or (iv) an Event of Default on the part of has occurred and is continuing. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without from any obligation under this Lease. Landlord’s consent but upon prior written notice acceptance of Rent from any person shall not be deemed to Landlord, in its sole discretion assign all be a waiver by Landlord of its rights, duties, or obligations under any provision of this Lease (i) or to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to be a Financing Party as collateral security, (iii) consent to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar FacilityTransfer. Prior to any assignment: (i) Tenant and the entity to whom the assignment Any Transfer not in conformity with this Section 18 shall be made, shall contemporaneously with void at the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one option of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has a tangible net worth reasonably acceptable to Landlord, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an executive officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease. (c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall not have pay to Landlord, immediately upon receipt, the excess of (i) 50% of all compensation received by Tenant for the Transfer, less any costs incurred by Tenant in connection with such Transfer, including without limitation leasing commissions, attorneys’ fees and cost of tenant improvements, over (ii) the Rent allocable to the Premises transferred. (d) If Tenant requests Landlord’s consent to a right Transfer, Tenant shall provide Landlord, at least 15 days prior to sublet all or any portions the proposed Transfer, current financial statements of the Leased Premisestransferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse Landlord for reasonable third party administrative fees and attorneys’ fees in connection with the processing and documentation of any Transfer for which Landlord’s consent is requested.

Assignment and Subletting. (a) 18.1 Tenant shall not have the right to assign any of its rightsnot, duties or obligations under this Lease without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided withheld (except that there is not then Landlord shall in no event be obligated to consent to an Event encumbrance of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled or any transfer by or under common control operation of law other than in connection with a sale by Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the its assets or all or substantially all of its ownership interests or a merger or consolidation of Tenant): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the obligations of Tenant under this Lease. The voluntary surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases. Tenant acknowledges that the limitations on assignment and subletting contained in this Article 18 are expressly authorized by California Civil Code Section 1995.010 et seq., and are fully enforceable by Landlord against Tenant. 18.2 A sale, transfer, pledge, or hypothecation by Tenant of all or substantially all of its assets or all or substantially all of its ownership interests or the ability to control its day to day operations without the prior written consent of Landlord, whether or not accomplished by one or more related or unrelated transactions, shall constitute a Transfer for purposes of this Article 18. 18.3 If Tenant desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least thirty (30) business days prior to the proposed effective date of the Transfer, a written notice (the “Transfer Notice”) which includes (a) the name of the proposed sublessee or assignee, (b) the nature of the proposed sublessee’s or assignee’s business, (c) the terms and provisions of the proposed sublease or assignment, and (d) current, certified financial statements and information on the proposed sublessee or assignee. Upon receipt of the Transfer Notice, Landlord may reasonably request additional information concerning the Transfer or the proposed sublessee or assignee (the “Additional Information”). Landlord shall not unreasonably withhold its consent to any assignment or sublease (excluding an encumbrance or transfer by operation of law other than in connection with a sale by Tenant of all or substantially all of its assets or all or substantially all of its ownership interests or a merger or consolidation of Tenant), which consent or lack thereof shall be provided within twenty (20) business days of receipt of Tenant’s Transfer Notice; provided, however, Tenant hereby agrees that it includes shall be a reasonable basis for Landlord to withhold its consent if Landlord has not received the ImprovementsAdditional Information requested by Landlord. Without limitation on other reasonable grounds pursuant to which Landlord may withhold its consent, Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building, or the general character or quality of the Building; (ii) the net effective rent payable by the transferee (adjusted on a rentable square foot basis) is less than the net effective market rent for new leases in the Building for comparable size space for a comparable period of time; (iii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease; (iv) the transferee is a tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (or is negotiating with an affiliate of Landlord or has negotiated with an affiliate of Landlord in the last six (6) months for space in the vicinity of the Project), (v) the transferee is a governmental unit, agency or instrumentality; (vi) the transferee’s proposed use of the Premises would violate any provision of this Lease; (vii) in the reasonable judgment of Landlord, such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Project or any other tenant’s lease within it; or (viii) an Event of Default has occurred and is continuing. Notwithstanding any contrary provision of law, including, without limitation, California Civil Code Section 1995.310, the Solar Facilityprovisions of which Tenant hereby waives, Tenant hereby waives any right to terminate the Lease and/or recover damages as remedies for Landlord wrongfully withholding its consent to any Transfer and agrees that Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transfer or (iv) to a purchaser initiate the expedited arbitration procedures then in place with the American Arbitration Association’s office in San Diego. 18.4 Landlord and Tenant agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Tenant herein shall be subject to all of the Improvementsterms, conditions, and provisions of this Lease, including, without limitation, restriction on use, assignment, and subletting and the Solar Facilitycovenant to pay Rent. Prior Landlord may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Tenant or any guarantor of Tenant’s performance hereunder from further performance by Tenant or such guarantor of covenants undertaken to be performed by Tenant herein. Tenant and any such guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Tenant, and Landlord may condition its consent to any Transfer upon the receipt of a written reaffirmation from Tenant and each such guarantor in a form acceptable to Landlord (which shall not be construed to imply that the occurrence of a Transfer without such a reaffirmation would operate to release Tenant or any guarantor). Consent by Landlord to a particular assignment: , sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. In any case where Tenant desires to assign, sublease or enter into any related or similar transaction, whether or not Landlord consents to such assignment, sublease, or other transaction, Tenant shall pay any reasonable attorneys’ fees incurred by Landlord in connection with such assignment, sublease or other transaction, including, without limitation, fees incurred in reviewing documents relating to, or evidencing, said assignment, sublease, or other transaction. All documents utilized by Tenant to evidence any subletting or assignment for which Landlord’s consent has been requested and is required hereunder, shall be subject to prior approval (not to be unreasonably withheld, conditioned or delayed) by Landlord or its attorney, and must be approved by Landlord prior to the Transfer becoming effective. 18.5 Other than in connection with a sale by Tenant of all or substantially all of its assets or all or substantially all of its ownership interests or a consolidation or merger of Tenant or an assignment or sublease to an affiliate of Tenant (so long as such assignee or sublessee remains an affiliate of Tenant) which is not a subterfuge to avoid the effect of this Section 18.5, Tenant shall be bound and obligated to pay Landlord a portion of any sums or economic consideration payable to Tenant by any sublessee, assignee, licensee, or other transferee, within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the case might be, as follows: 18.5.1 In the case of an assignment fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment shall be paid to Landlord after first deducting the reasonable leasehold improvements, leasing commissions, legal fees and other reasonable, customary and market based concessions paid for by Tenant in connection with such assignment. 18.5.2 In the case of a subletting fifty percent (50%) of any sums or economic consideration received by Tenant as a result of such subletting shall be paid to Landlord after first deducting (i) the Rent then due hereunder prorated to reflect only Rent allocable to the sublet portion of the Premises, and (ii) the reasonable leasehold improvements, leasing commissions, legal fees and other reasonable, customary and market based concessions paid for by Tenant in connection with such subletting, all of which items described in this clause (ii) shall be amortized over the term of the sublease. 18.6 If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. or any successor or substitute therefor (the “Bankruptcy Code”), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any such monies or other consideration not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. Any person or entity to whom the assignment this Lease is so assigned shall be madedeemed, shall contemporaneously with without further act or deed, to have assumed all of the assignmentobligations arising under this Lease. Any such assignee shall, upon demand therefor, execute and deliver to Landlord an original executed Assignment and Assumption Agreement instrument confirming such assumption. 18.7 Notwithstanding anything to the contrary contained in form and content satisfactory this Lease, Landlord shall have the following option with respect to Landlordany subletting where more than fifty percent (50%) of the Premises would be or is subject to subleases or for a term in excess of fifty percent (50%) of the remainder of the Term or any assignment proposed by Tenant: 18.7.1 By written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receiving any Transfer Request to recapture the portion of the Premises covered by the proposed sublease or the entire Premises in the case of an assignment (the “Subject Space”) by terminating this Lease with respect to the Subject Space; and (ii) provided that Tenant shall provide have the right to revoke its Transfer Notice upon receipt of a Recapture Notice by giving Landlord notice of such revocation within ten (10) days after receipt of the Recapture Notice. A timely Recapture Notice terminates this Lease with reasonable evidence that respect to the assignee fits within one Subject Space, effective as of the date specified in the Transfer Notice. After such termination, Landlord may (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party but shall not require any such collateral assignee be obligated to) enter into a lease with the party to assume the obligations of Tenant sublease or assignment proposed by Tenant. 18.7.2 To determine the new Base Rent under this Lease unless in the event Landlord recaptures the Subject Space without terminating this Lease as to all of the Premises, the original Base Rent under the Lease shall be multiplied by a fraction, the numerator of which is the rentable square feet of the Premises retained by Tenant after Landlord’s recapture and until a foreclosure the denominator of which is the total rentable square feet in the Premises before Landlord’s recapture. The Additional Rent, to the extent that it is calculated on the collateral assignmentbasis of the rentable square feet within the Premises, shall be reduced to reflect Tenant’s proportionate share based on the rentable square feet of the Premises retained by Tenant after Landlord’s recapture. This Lease as so amended shall continue thereafter in full force and affect. Either party may require a written confirmation of the amendments to this Lease necessitated by Landlord’s recapture of the Subject Space. If Landlord agrees that upon recaptures the written request of Tenant, and at no expense to LandlordSubject Space, Landlord shall sign a separate written consent shall, at Landlord’s sole expense, construct any partitions required to segregate the Subject Space from the remaining Premises retained by Tenant. Tenant shall, however, pay for any painting, covering or otherwise decorating the surfaces of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordpartitions facing the remaining Premises retained by Tenant. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rightsassign, duties mortgage or obligations under sublet this Lease or the Premises without on each, occasion obtaining the prior written consent of LandlordLandlord thereto, Landlord covenanting and agreeing not to delay or withhold such consent unreasonably; provided, however, that Tenant shall have no right under any circumstances to make any partial sublease, mortgage or assignment of this Lease or the Premises. (b) For purposes of this Section 14, an assignment shall be deemed to include a transaction in which consent (if Tenant is a corporation (‘other than a corporation the outstanding voting stock of which is listed on a, “national securities exchange,” as defined in the Securities Exchange Act of 1934)) at any time after execution of this Lease any -part or all of the corporate shares shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition (including, but not be unreasonably withheldlimited to, conditioned such a transfer to or delayed. by a receiver or trustee in federal or state bankruptcy, insolvency, or other proceedings) so as to result in a change in the present control of said corporation by the person ‘or persons now owning a majority of said corporate shares. (c) Notwithstanding any assignment of Tenant’s interest in this Lease or any subletting of the foregoingPremises, provided that there is not then an Event Tenant shall remain primarily liable for performance and observance of Default the covenants and agreements herein contained on the part of Tenant to be performed and observed, such liability to be (in the case of any assignment) joint and several with that Of such assignee, and any assignment or sublease shall be only for the use permitted by Section 7 hereof. It is expressly understood and agreed that no assignment of Tenant’s interest in this Lease or sublease of the Premises shall be permitted or be effective until such time as Tenant shall deliver to Landlord a copy thereof, which shall include, in the case of an event assignment, an agreement from the assignee, which agreement shall be reasonably satisfactory to Landlord in form and substance and shall provide that ‘the assignee agrees with respect Landlord to be primarily liable for the performance and observance of the covenants and agreements herein contained on the part of Tenant to be performed and observed, such liability to be joint and several with that of Tenant; any sublease shall contain a provision that it is subject to all of the terms, ‘covenants and conditions of this Lease. If Landlord shall consent to any assignment of this Lease by Tenant or a subletting of the Premises by Tenant at a rent which a notice of default has been given that remains uncuredexceeds the Rent payable hereunder by Tenant, then Tenant may, without Landlord’s consent but upon prior written notice shall pay to Landlord, as additional rent, forthwith upon Tenant’s receipt of each installment of any such excess rent (or upon receipt of a lump sum payment, as the case may be), the full amount of any such excess rent. Each request by Tenant for permission to assign this Lease or to sublet the Premises shall be accompanied by warranty by Tenant as to the amount of rent to be paid to Tenant by the proposed assignee or sublessee. For purposes of this Section, the Term “rent” shall mean all fixed rent, additional rent or other payments and/or consideration payable by one party to another pursuant to or as consideration for the sublease or assignment, whether payable as a lump sum or in its sole discretion assign all installments. (d) Notwithstanding any assignment of its rights, dutiesthis Lease, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all subletting of the assets of Tenant, Premises as provided it includes the Improvements, including, without limitationherein, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) provisions of this Section 15(a), in form and content satisfactory 14 shall apply to Landlord. (b) Tenant any further subletting or assignment. The acceptance by Landlord of the payment of Rent following any assignment or other transfer prohibited by this Article shall not have be deemed to be a consent by Landlord to any such assignment or other transfer nor shall the same be deemed to be a waiver of any right to sublet all or any portions remedy of the Leased PremisesLandlord hereunder.

Assignment and Subletting. (a) 19.1 Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease and shall not let or sublet the whole or any portion of the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. For the purpose of this Lease, any sale or transfer of Tenant’s capital stock, redemption or issuance of additional stock of any class shall not be deemed an assignment, subletting or any other transfer of this Lease or the Premises. 19.2 Notwithstanding Section 19.1 to the foregoingcontrary, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice consent, sublet all or any portion of the Premises or assign this Lease, to Landlordany one or more of the following (each, in its sole discretion assign all of its rightsa “Permitted Transfer”): (a) a parent, dutiessubsidiary, affiliate, division or obligations under this Lease (i) to an other entity which controlscontrolling, is controlled by or under common control with Tenant; (b) a successor entity related to Tenant by merger, consolidation, reorganization or government action; and/or (the “Affiliate Parties”), (iic) to a Financing Party as collateral security, (iii) to any person or successor entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to that acquires all or substantially all of the assets of Tenant, provided it includes or a controlling interest in the Improvementsstock of Tenant. 19.3 After any assignment or sublease, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment an assignee shall be madebound by, shall contemporaneously with the assignmentand subject to, execute all terms, covenants and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and conditions set forth herein, (ii) a sublessee shall be bound by, and subject to, all terms, covenants and conditions set forth herein to the extent applicable to the subleased premises, and (iii) Tenant shall provide remain fully liable for the financial performance of all of the obligations of “Tenant” under this Lease. Landlord shall not be entitled to any consideration in connection with any assignment or sublet. If Landlord’s consent is required for an assignment or sublease, then Landlord’s consent shall be deemed to have been given unless Landlord notifies Tenant in writing of the reasons for Landlord’s disapproval within fourteen (14) days of receipt of the request for approval accompanied by reasonable evidence information concerning the proposed assignment or sublease. 19.4 After an assignment of the Lease, Tenant shall be secondarily liable only for performance of monetary covenants under this Lease following any assignment or sublease of the entire Premises, except that, in the case of a Permitted Transfer described in Section 19.2, and or a sublease of less than the entire Premises, Tenant (or the surviving entity in any merger to which Tenant is a party, if applicable) shall remain primarily liable for all covenants under this Lease; provided further, however, that Tenant’s obligations may not be enlarged or extended by any act of any assignee or subtenant or agreement between Landlord and such assignee or subtenant that is not expressly consented to by Tenant in writing. With respect to any default occurring under this Lease after any assignment of Tenant’s interest herein, the assignee fits within one assignor shall have no liability under this Lease until it has been provided with a written notice describing the default in reasonable detail and a period in which to cure such default. The assignor’s cure period shall not be less than the applicable period set forth in the Lease, and shall commence (with respect to the assignor) on the date the assignor receives such default notice. 19.5 Except for Permitted Transfers, as to which this Section 19.5 shall not apply, in the event of any assignment or sublease hereunder, Tenant shall pay to Landlord, as additional rent due under this Lease, fifty percent (50%) of all Net Profit associated with such assignment or sublease. For purposes hereof, the term “Net Profit” shall (i) through (iv) above. For in the avoidance case of doubtan assignment, any collateral equal the total sum received by Tenant in consideration of such assignment to a Financing Party shall not require any such collateral assignee to assume less the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.amount of

Assignment and Subletting. (a) Except as otherwise provided herein, Tenant shall not, without the prior written consent of Landlord in each instance, (i) mortgage, pledge, hypothecate, or encumber, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it, (ii) allow to exist or occur any transfer of or lien upon this Lease or Tenant’s interest herein by operation of law (provided mechanic liens shall not be a default hereunder as long as Tenant is complying with the terms of this Lease and as long as no transfer of Tenant’s interest under this Lease occurs as a result of such liens), (iii) convey or assign this Lease or any of Tenant’s rights hereunder, (iv) sublet the Premises or any part thereof, or (v) permit the use and occupancy of the Premises or any part thereof for any purpose not provided for under Section 3 of this Lease or by anyone other than the Tenant and Tenant’s employees; provided that in the case of the matters described in clauses (iii) and (iv) above, Landlord’s consent may not be unreasonably withheld or delayed. (b) Notwithstanding anything to the contrary contained in this Lease but subject to Subsection 13(j), provided Tenant is not in Material Default, Tenant shall, without the prior written consent of Landlord, have the right to assign enter into subleases for all or any part of its rights, duties or obligations the Premises and grant to such subtenants such rights as Tenant may have under the terms of this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which parking, use of the Roof (so long as any subtenant using a notice portion of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled the Roof pays Landlord the current market rent being charged by or under common control with Tenant (the “Affiliate Parties”Landlord therefor), and, for subtenants subleasing at least two (ii2) to a Financing Party as collateral securityfull floors, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facilityrenewal. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence notice and copies of all subleases entered into by Tenant. (c) Notwithstanding the foregoing, in the event that Tenant wishes to enter into a sublease (other than with an Affiliate) which would cause the assignee fits within one aggregate portion of the Premises being sublet by Tenant (pursuant to the proposed sublease and all other subleases then in effect) to equal or exceed two (2) full floors, then Tenant shall give Landlord prior written notice of such proposed sublease stating either (i) through that Landlord may, by written notice to Tenant delivered within ten (iv10) Business Days after receipt of Tenant’s notice with respect to the proposed sublease, elect to recapture that portion (“Recapture Portion”) of the Premises to be included in the proposed sublease, effective as of the date that such proposed sublease would have become effective or (ii) that, in the case of a sublet for less than four (4) years, Tenant, prior to the end of the Term, intends to reoccupy the portion (“Temporary Sublet Premises”) of the Premises to be included in the proposed sublease and such reoccupancy will be for a period of at least twenty-four (24) months and, therefore, Landlord may not recapture such portion of the Premises. If Tenant delivers the notice under (i) above. For , and Landlord notifies Tenant of its intent to recapture within the avoidance of doubtaforesaid ten (10) Business Days, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on shall terminate with respect to the collateral assignment. Landlord agrees that upon Recapture Portion as of the written request effective date of Tenantsuch recapture by Landlord, and at no expense Landlord and Tenant shall promptly enter into an amendment to Landlordthis Lease to reflect such recapture of the Recapture Portion by Landlord (including the effective date thereof) and to amend such other terms and provisions of the Lease which are affected thereby, including, but not limited to, a pro-rata reduction of Base Rent, Tenant’s Proportionate Share for Expenses and Tenant’s Proportionate Share for Taxes. If Landlord fails to notify Tenant of its intent to recapture within the aforesaid ten (10) Business Days, Landlord shall sign be deemed to have elected not to recapture the Recapture Portion. If Landlord does not elect to recapture the Recapture Portion as set forth above, Tenant may thereafter enter into the proposed sublease and Tenant shall pay to Landlord a separate written consent for any share of the assignments listed Net Sublease Proceeds in subsections (i) through (iv) of this accordance with Section 15(a13(d), in form and content satisfactory to Landlord. (bd) If Tenant delivers a notice under (c)(i) above and Landlord does not exercise its right of recapture or under (c)(ii) above, Landlord shall not have a right be entitled to sublet all or any portions receive fifty percent (50%) of the Leased Premises.Net Sublease Proceeds. Except to the extent Tenant is entitled to retain Net Sublease Proceeds, Net Sublease Proceeds shall be deemed to be Additional Rent and shall be paid to Landlord on the first day of each month during the term of any such sublease. As used herein:

Assignment and Subletting. (a) Without Landlord's prior written consent, which Landlord shall not unreasonably withhold or delay, Tenant shall not have assign this Lease or sublease the right Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to assign do any of the foregoing shall be void and of no effect. Landlord shall grant or deny its rightsconsent within fifteen (15) business days of Landlord's receipt of Tenant's written request for approval of an assignment or sublease along with the proposed assignment or sublease and any information concerning the proposed assignee or sublessee as Landlord may reasonably request. For purposes of this paragraph, duties or obligations under a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedunless such ownership interests are publicly traded. Notwithstanding anything to the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, contrary contained in its sole discretion assign all of its rights, duties, or obligations under this Lease Paragraph 17; neither (i) an assignment or subletting of all or a portion of the Premises (A) to an entity which controls, is controlled by, controls or is under common control with Tenant, (B) to an entity which is funded by Tenant or an entity which is controlled by, controls or is under common control with Tenant in connection with their business in the "e-commerce," or "internet/high tech" industry or (the “Affiliate Parties”), (iiC) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason purchaser of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant or of an entity which is controlled by, controls or is under common control with Tenant, (ii) a transfer, by operation of law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant or of an entity which is controlled by, controls or is under common control with Tenant, nor (iii) the temporary use or occupancy of portions of the Premises by a party or parties in connection with the transaction of business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant, shall be subject to the Landlord's consent or the payment of excess rent and other excess consideration as provided it includes in this Paragraph, (such entities, purchasers, and parties shall be referred to herein collectively or individually as a "Tenant Affiliate"); provided, however, no sublease or assignment to an Tenant Affiliate shall release the ImprovementsTenant named herein from any liability under this Lease. Tenant shall immediately notify Landlord of any such assignment, includingpurchase, without limitationtransfer, the Solar Facilitysublease, action, or use. For purposes of this Lease, "control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, or majority ownership of any sort, whether through the ownership of voting securities, by contract or otherwise. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease, not to exceed $1000.00 per assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the entire Premises, (iv) other than to a purchaser Tenant Affiliate), Landlord may, by giving written notice to Tenant within fifteen (15) business days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the Improvementsdate specified in Tenant's notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, includingLandlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, without limitation, in which case the Solar FacilityLease shall not terminate but shall continue. Prior It shall be reasonable for the Landlord to withhold its consent to any assignmentassignment or sublease in any of the following instances: (i) Tenant an Event of Default has occurred and is continuing that would not be cured upon the entity to whom the assignment shall be made, shall contemporaneously with the proposed sublease or assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one or sublessee in Landlord's opinion, does not have a satisfactory net worth calculated according to generally accepted accounting principles; in light of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of the Tenant under this Lease unless (iii) the intended use of the Premises by the assignee or sublessee is in Landlord's reasonable opinion, inconsistent with the use provisions of this Lease; (iv) occupancy of the Premises by the assignee or sublessee would, in Landlord's opinion, violate an agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters, provided that, Landlord will notify Tenant of any such agreements upon Tenant's written request for same; (v) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; or (vi) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease (except that such sublease may contain different rental obligations than those in the Lease). Tenant and until Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a foreclosure on sublessee or assignee (or a combination of the collateral assignmentrental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of such excess rental and other excess consideration within 30 days following receipt thereof by Tenant; provided however, that the payment of excess rental and other excess consideration hereunder shall not apply to consideration received by Tenant for a sale of it's business and/or a sale of its Trade Fixtures. With respect to Tenant's obligation to pay to Landlord any excess rent and other excess consideration payable with respect to any assignment or subleasing, Landlord agrees that upon Tenant shall be entitled, in determining the written request amount of such excess rental and excess consideration, to first recapture the actual reasonable out of pocket leasing commissions and attorneys fees paid by Tenant in connection therewith as well as the amount of any reasonable Tenant improvements which Landlord approves installed by Tenant for an assignee or sublessee. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder beyond any applicable notice and at no expense cure periods, Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, Landlord however, shall sign be deemed a separate written consent for any waiver of these provisions or a release of Tenant from the assignments listed in subsections (i) through (iv) further performance by Tenant of this Section 15(a)its covenants, in form and content satisfactory to Landlordduties, or obligations hereunder. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) A. Tenant shall not have the right to assign any of its rightsnot, duties or obligations under this Lease without the prior written consent of Landlord in each instance, (1) assign, transfer, mortgage or encumber, or create or permit any lien upon, this Lease or any interest under it, (2) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law, (3) sublet the Premises or any part thereof, or 94) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 or by anyone other than the Tenant and Tenant's employees. In no event shall this Lease or any interest herein be assigned or assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except to the extent provided by law. B. Consent by Landlord to any assignment, subletting, use, occupancy, transfer or encumbrances shall not operate to relieve Tenant from any covenant, liability or obligation hereunder (whether past, present or future), including, without limitation, the obligation to pay Rent, except to the extent, if any, expressly provided for in such consent, nor shall such consent be deemed to be a consent to any subsequent assignment, subletting, use, occupancy, transfer or encumbrance. Tenant shall pay all of Landlord's reasonable costs, charges and expenses (including, without limitation, reasonable attorney's fees) incurred in connection with any assignment, subletting, use, occupancy, transfer or encumbrance made or requested by Tenant. C. Tenant shall, by notice in writing, advise Landlord of its intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of Tenant's notice) to assign this Lease or sublet any part or all of the Premises for the balance or any part of the Term. Tenant's notice shall include the name and address of the proposed assignee or subtenant, a true and complete copy of the proposed assignment or sublease and sufficient information as Landlord deems reasonably necessary concerning the financial responsibility and character of the proposed assignee or subtenant. Within thirty (30) days following receipt of Tenant's notice (and any additional information reasonably requested by Landlord), Landlord shall notify Tenant if Landlord consents to the proposed assignment or sublease, which consent shall not be unreasonably withheld, conditioned provided Landlord shall not be required to consent to any assignment or delayed. Notwithstanding sublease (1) to an existing tenant in the foregoingProject, provided that there (2) which may violate any restrictions contained in any mortgage, lease or agreement affecting the Project or Landlord, or (3) which is not then an Event in compliance with all of Default on the terms of this Section and this Lease. D. Upon any assignment or sublease, fifty percent (50%) of the rent or other consideration ("Excess Consideration") received by Tenant in excess of the amount of Base Rent and Operating Cost Rent payable to Landlord under this Lease, which amount is to be prorated where a part of the Premises is assigned or subleased, shall be payable by Tenant or an event to Landlord as Additional Rent within tent (10) days after receipt thereof by Tenant from time to time. E. If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder and agree to comply with respect and be bound by all of the terms, provisions and conditions of this Lease, in a written instrument satisfaction to which a notice Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of default has been given that remains uncuredthe assignment. If Tenant shall sublease the Premises as permitted herein, then Tenant may, without Landlord’s consent but upon prior written notice shall obtain and furnish to Landlord, not later than fifteen (15) days prior to the effective date of such sublease and in its sole discretion assign all form satisfactory to Landlord, the written agreement of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled such subtenant that it shall comply with and be bound by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets terms, provisions and conditions of Tenantthis Lease and that it will attorn to Landlord, provided it includes at Landlord's option and written request, in the Improvementsevent this Lease terminates before the expiration of the sublease. F. If Tenant is a corporation whose stock is not publicly traded, any transaction or series of transactions (including, without limitation, the Solar Facilityany dissolution, merger, consolidation or other reorganization of Tenant, or (iv) to a purchaser any issuance, sale, gift, transfer or redemption of any capital stock of Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the Improvementsforegoing transactions) resulting in the transfer of control of Tenant, includingother than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 14. If Tenant is a partnership, any transaction or series of transactions (including without limitation, any withdrawal or admittance of a partner or any change in any partner's interest in Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the Solar Facility. Prior to any assignment: (iforegoing transactions) Tenant and resulting in the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one transfer of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request control of Tenant, and at no expense other than by reason of death, shall be deemed to Landlordbe a foregoing transactions) resulting in the transfer of control of Tenant, Landlord other than by reason of death, shall sign be deemed to be a separate written consent for any voluntary assignment of this Lease by Tenant subject to the assignments listed in subsections (i) through (iv) provisions of this Section 15(a)14. The term "control" as used in this Section 14F means the power to directly or indirectly direct or cause the direction of the management or policies of Tenant. If Tenant is a corporation, a change or series of changes in form ownership of stock which would result in direct or indirect change in ownership of less than fifty percent (50%) of the outstanding stock of Tenant as of the date of the execution and content satisfactory to Landlord. (b) Tenant delivery of this Lease shall not have be considered a right to sublet all or any portions change of the Leased Premisescontrol.

Assignment and Subletting. (aA) Tenant covenants that it shall not, by operation of law or otherwise, assign, sublet, encumber or mortgage this lease, or any part thereof, or permit the Premises to be used by others without the prior written consent of Landlord in each instance. Any attempt by Tenant to assign, sublet, encumber or mortgage this Lease shall be null and void. The consent by Landlord to any assignment, mortgage, encumbrance, subletting or use of the Premises by others shall not have the constitute a waiver of Landlord's right to assign withhold its consent to any other assignment, subletting, encumbrance, mortgage or use by others of its rightsthe Premises. For the purpose of this Section 4.01, duties (I) a takeover agreement shall be deemed a transfer of this Lease, (ii) an assignment of the Lease shall be deemed to occur if Tenant shall fail to be a wholly-owned subsidiary of Performance Interconnect Corp., a Texas corporation ("PIC"), or obligations if the existing shareholders of PIC shall in the aggregate fail to own at least 51% of the voting and ownership interests in PIC, (iii) any person or legal representative of Tenant, to whom Tenant's interest under this Lease without passes by operation of law, or otherwise, shall be bound by the prior provisions of this Section 4.01, and (iv) a modification, amendment or extension of a sublease shall be deemed a sublease. (B) No consent by Landlord to an assignment of Landlordthis Lease shall be effective unless and until Tenant shall deliver to Landlord an agreement in form and substance satisfactory to Landlord pursuant to which such assignee assumes and agrees to be bound by all of the terms, which consent covenants, provisions and agreements of this Lease. In no event shall not Tenant be unreasonably withheldreleased from its obligations hereunder as a result of any assignment of this lease. (C) Notwithstanding anything in this Section 4.01 to the contrary, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then Tenant may permit Premises to be used by an Event of Default on the part affiliate of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord; provided, in its sole discretion assign however, that Tenant an any such affiliate shall comply with all of its rightsthe term, dutiescovenants, or obligations under provisions and agreements of this Lease (i) to Lease. For purposes of this Lease, an "affiliate" means an entity which that controls, is controlled by by, or is under the common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordanother entity. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant Assignment and Subletting in accordance with the Permitted Use. Lessee shall be authorized to sublet hangar space and tie downs in accordance with its Permitted Use and all the terms of this Lease, subject to the written consent of said sublease by the Authority, said consent not to be unreasonably withheld, conditioned, or delayed. Any assignment or sublease, which is not in strict compliance with the terms and conditions of this Section, shall be void ab initio and shall be of no force or effect whatsoever. (a) (b) Assignment and Subletting other than in the Course of the Permitted Use. Other than as set forth in 13.6(a), Lessee shall not have the right to at any time sublet or assign this Lease, in whole or in part, or assign any of its rights, duties or obligations under this Lease hereunder without the prior consent approval of LandlordAuthority, which consent approval shall not which approval may be unreasonably withheld, conditioned granted or delayed. Notwithstanding withheld in the foregoing, provided Authority’s reasonable discretion; except that there is not then an Event Lessee may assign this Lease or sublet all or any portion of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, Premises without Landlord’s consent prior approval (but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease Authority) to (i) to a corporate parent, affiliate, related company, or subsidiary (collectively, an entity which controls, is controlled by or under common control with Tenant (the “Affiliate PartiesAffiliate”), upon submitting proof of such affiliation that is reasonably satisfactory to Authority, or (ii) to a Financing Party as collateral securityany entity that results from any merger, consolidation, or reorganization of Lessee or into which Lessee may be merged or with which it may be consolidated, or (iii) to any person or entity purchasing or otherwise succeeding by reason a purchaser of a reorganization, merger or consolidation to all or substantially all of Lessee’s assets (provided such purchaser also assumes substantially all of Lessee’s liabilities) (any individual or entity under (i), (ii), or (iii) is a “Related Entity”). In the assets event Lessee assigns this Lease or subleases all or any portion of Tenantthe Premises to an individual or entity that is not a Related Entity of Lessee, provided in determining whether to grant or withhold its consent to an assignment, the Authority may consider such factors as it includes the Improvementsdeems to be pertinent, including, without limitation, the Solar Facilitynet worth and operating experience of the proposed assignee. No sublease or assignment shall release Lessee from any of its obligations under this Lease unless the Authority agrees to such release in writing in its sole discretion. Approvals required under this Section shall be in writing. For so long as Lessee is a corporation whose stock is publicly traded, no approval of Authority shall be required for any change in ownership of or power to vote a majority of the outstanding voting stock of Lessee, or for any mergers, consolidations, or other restructurings of Lessee, and the Annual Rent shall not increase as a result of any of the foregoing events. In the event that Lessee converts to a private company or otherwise ceases to be a company whose stock is publicly traded: (i) any change in Lessee from a corporation whose stock is publicly traded to a private entity; or (ii) any change in ownership of or power to vote a majority of the outstanding voting stock or other equity interests of Lessee; or (iii) any transfer of an interest in the Lessee entity which results in a change in the control of such entity; or (iv) any other restructuring of Lessee from time to time (even when Lessee is no longer a purchaser of the Improvementscorporation whose stock is publicly traded), including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations approval of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of TenantAuthority, and at no expense to Landlord, Landlord the Annual Rent shall sign not increase as a separate written consent for result of any of the assignments listed foregoing events. Any assignment or sublease, which is not in subsections (i) through (iv) strict compliance with the terms and conditions of this Section 15(a)Section, in form shall be void ab initio and content satisfactory to Landlordshall be of no force or effect whatsoever. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant Lessee may assign this Agreement or sublet or license the Premises or arty portion thereof to an entity upon written notification to Lessor by Lessee, subject to the assignee assuming all of Lessee's obligations herein. Upon assignment, subletting or licensing, Lessee shall not be relieved of all future performance, liabilities, and obligations under this Agreement. Lessee shall have the right to sublet this Agreement without Lessor's consent. Lessor may assign slits Agreement upon written notice to Lessee, subject to the assignee assuming all of Lessor's obligations herein, including but not limited to, those set forth in Paragraph 9 ("Waiver of Lessor's Lien") above. This Agreement shall run with the property and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this Agreement to any financing entity, or agent on behalf of its rightsany financing entity to whom Lessee (i) has obligations for borrowed money or in respect of guaranties thereof, duties (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof (b) Upon assignment of this Agreement by Lessee (other than a collateral assignment to a financing entity, as described in the Waiver of Lessor's Lien Paragraph), upon such assignment, the Lessee/assignee hereby agrees to supply Lessor a performance bond in the amount of thirty-thousand ($30,000.00) dollars (`Performance Bond"), for the sole purpose of assuring Lessee's payment of all sums that may become due to Lessor under this Agreement (including without limitation, any and all Rent), as well as the performance of all obligations under this Lease without Agreement In the prior consent event that Lessee/assignee fails either to pay Lessor any sum of Landlordmoney due under this Agreement, which consent Lessor shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a provide Lessee/assignee written notice of default such failure, together with sufficient documentation of the amount that is due or the obligation that needs to be performed (the "Late Notice"). If Lessee/assignee has been given that remains uncurednot paid the sum within ten (10) days, then Tenant mayor performed the obligation within (60) days, without Landlord’s consent but after the date of the Late Notice, Lessor may access the bond upon thirty (30) days prior written notice to LandlordLessee/assignee. Once Lessee/assignee is obligated to supply the Performance Bond to Lessor, Lessee/assignee shall keep the Performance Bond in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (place throughout the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to Term and any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) renewal Term of this Section 15(a), in form and content satisfactory to LandlordAssignment. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. (a) Tenant shall not have the right to assign voluntarily or by operation of law assign, mortgage, sublet, or otherwise transfer or encumber all or any part of its rights, duties or obligations under Tenant’s interest in this Lease or in the Premises or Tenant’s possession thereof (each a “Transfer”) without the ▇▇▇▇▇▇▇▇’s prior consent of Landlordwritten consent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. Notwithstanding the foregoingIf Tenant desires to Transfer any interest, provided that there is not then an Event Tenant shall first notify Landlord of Default on the part of Tenant or an event with respect its desire to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice do so and shall submit in writing to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity name of the proposed transferee; (ii) the nature of the proposed transferee’s business to whom be conducted on the assignment shall be made, shall contemporaneously with Premises; (iii) the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlordterms of the proposed Transfer; and (iiiv) such financial information as Landlord may request concerning the proposed transferee. If Tenant is a corporation, limited liability company or partnership, the transfer, assignment or hypothecation of any stock or interest in such entity in the aggregate in excess of fifty percent (50%), or resulting in a change in management control, shall be deemed a Transfer within the meaning and provisions of this Section 15.1; provided, however that any Transfer resulting from a merger or other business combination by and between Tenant and Kingfish Holding Corporation, or any of its affiliates (such combination, an “Approved Combination”), shall be deemed automatically approved by the Landlord pursuant to this Section 15.1 without any further action by Landlord or Tenant and following such Approved Combination, all references herein to Tenant shall provide Landlord with reasonable evidence that be deemed references to the assignee fits within one of (i) through (iv) abovesurviving entity resulting from the Approved Combination, and furthermore, the surviving entity following the Approved Combination shall have the same rights as the Tenant and shall be bound by the same obligations as the Tenant without further action by either party. For Notwithstanding anything to the avoidance of doubtcontrary stated in this Lease, any collateral assignment to if a Financing Party Transfer has been effected, same shall not require any such collateral assignee release Tenant from Tenant’s primary liability under this Lease to assume pay the Rent and to perform and comply with all other obligations of the Tenant under this Lease unless and until Lease. The acceptance of Rent by Landlord from any other person shall not be deemed to be a foreclosure on waiver by Landlord of any provision hereof. Consent to one Transfer shall not be deemed consent to any subsequent Transfer. In the collateral assignmentevent of default by any transferee of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said transferee. Landlord agrees that upon the written request may consent to subsequent Transfers hereof, or amendments or modifications to this Lease with transferees of Tenant, without notifying Tenant, or any successor of Tenant, and at no expense to Landlordwithout obtaining it’s or their consent thereto, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant such action shall not have a right to sublet all or relieve any portions predecessor Tenant of the Leased Premisesliability hereunder.

Assignment and Subletting. (a) Tenant shall Lessee may not have the right to assign assign, mortgage or pledge, in whole or in part, any of its rightsright, duties title or obligations interest in, to or under this Lease or any portion of the Sites to any Person (including an Affiliate of Lessee) at any time, and any such assignment, mortgage or pledge shall be void; provided, however, that without the prior consent of LandlordLessor, which consent shall not be unreasonably withheldLessee may assign this Lease to a single-purpose, conditioned wholly-owned, direct or delayed. Notwithstanding indirect Subsidiary of Genesis (the foregoing, "Permitted Assignee") provided that there is not then an the following conditions are met: (i) The Permitted Assignee must be incorporated under the laws of the State of Delaware or the Commonwealth of Pennsylvania; (ii) No Lease Event of Default on or Lease Payment/Bankruptcy Default shall have occurred and be continuing; (iii) The Permitted Assignee shall, prior to or simultaneously with the part assignment, enter into an assumption agreement, which agreement shall include all of Tenant the representations, warranties and covenants contained in this Lease; Lease Agreement (iv) Genesis and its Material Subsidiaries shall, prior to or simultaneously with the assignment of the Lease deliver a reaffirmation of the Guaranties; and (v) Lessee shall deliver an event with respect opinion of counsel for the Permitted Assignee, reasonably acceptable to which a notice Lessor and Agent, dated as of default the date of the assignment, stating that the Permitted Assignee has been given that remains uncuredthe legal capacity to perform and fulfill all of the obligations and liabilities contained in the Lease, then Tenant may, without Landlord’s consent but upon prior written notice to Landlordand containing other matters as reasonably requested by Lessor and Agent. Lessee may not sublease, in its sole discretion assign all whole or in part, any of its rightsright, dutiestitle or interest in, to or obligations under this Lease (i) or any portion of the Sites to an entity which controlsany Person at any time, is controlled by and any such sublease shall be void and of no force or under common control with Tenant (effect; provided, however, that without the “Affiliate Parties”)consent of Lessor, (ii) Lessee may sublease any Site to a Financing Party wholly-owned direct or indirect Subsidiary of Genesis (any such permitted sublease is hereinafter referred to as collateral securitya "Sublease"). Any such permitted sublessee under any Sublease described in this Section 12.1(a) shall hereinafter be referred to as a "Subtenant." Regardless of Lessor's consent, no subletting shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay Rent hereunder (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (ivBasic Rent and Supplemental Rent) and to perform all other obligations to be performed by Lessee hereunder. The acceptance of Rent by Lessor from any other Person shall not be deemed to be a purchaser waiver by Lessor of the Improvements, including, without limitation, the Solar Facilityany provision hereof. Prior Consent to one subletting of one Site shall not be deemed consent to any assignment: (i) Tenant and subsequent or further subletting of such Site or any other Site. Lessor may proceed directly against Lessee without the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one necessity of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordexhausting remedies against said successor. (b) Tenant Lessee hereby assigns to Lessor all of Lessee's right, title and interest in and to all Subleases entered into by Lessee in accordance with Section 12.1(a), now or hereafter in effect, including but not limited to all rents and other sums payable to Lessee under each such Sublease. Lessor shall have no obligation to perform, and Lessee shall not have a by reason of such assignment be relieved of its obligation to perform, any of Lessee's covenants or agreements under this Lease or covenants or agreements of Lessee, as sublessor, under any such Sublease; provided that, upon the termination of this Lease or upon termination of Lessee's right to sublet all or any portions possess the Site following a Lease Event of Default (the Leased Premises.date of such termination shall be referred to herein as the "Turnover Date") the following shall

Assignment and Subletting. Developer shall not (a) Tenant shall not have the right to assign any of its rights(whether directly or indirectly), duties in whole or obligations under in part, this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, including, without limitation, by transfer of a controlling interest (i.e. greater than a 25% interest) of stock, membership interests or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed an assignment for purposes of this Lease, or (c) mortgage or pledge this Lease (except as may be permitted by the Project Agreement), or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding In no event shall any assignment, mortgage, pledge or sublease ever release Developer from any obligation or liability hereunder. Any purported assignment, mortgage, pledge or sublease made without the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all consent of its rights, duties, or obligations under Lessor shall be absolutely null and void. No assignment of this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute effective and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease valid unless and until a foreclosure on the collateral assignmentassignee executes and delivers to Lessor any and all documentation reasonably required by Lessor in order to evidence assignee’s assumption of all obligations of Developer hereunder. Landlord agrees that upon Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Lessor pursuant to the written request preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Lessor in the event of Tenant, any termination of this Lease. Each of the Lessor and at no expense to Landlord, Landlord the RDC shall sign a separate not assign this Lease without the prior written consent for any of the assignments listed Developer, except to the extent provided in subsections (i) through (iv) of this Section 15(a)the Indenture; provided however, in form and content satisfactory to Landlord. (b) Tenant shall not have a right to sublet all or any portions that, without the prior written consent of the Leased PremisesDeveloper, each of the Lessor and the RDC may assign this Agreement to another agency or instrumentality of Town that legally is able to perform its obligations hereunder.

Assignment and Subletting. (a) 19.1 Tenant shall may not have assign this Lease, in whole or in part, or sublet all or any part of the right to assign any of its rights, duties or obligations under this Lease Premises without the prior express written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed; provided, however, that no assignment or subletting by Tenant, voluntary or involuntary, shall in any way affect the terms, conditions, covenants, agreements, and provisions herein set forth, and any and all such assignments or subleases shall be at all time subject to this Lease and to the prior right, title, and interest of Landlord in and to the Premises. Notwithstanding Any such assignment or subletting, in whole or in part, shall not relieve or release tenant of the primary responsibility for all payments, covenants, duties, and obligations hereunder. Landlord shall have the right to transfer or assign this Lease or Landlord’s reversion hereunder, and Tenant agrees to attorn to the lawful transferee thereof, but any such transfer or assignment shall be at all times subject to this Lease and the right of Tenant hereunder. The Tenant shall have the right to assign this Lease to a parent, subsidiary or affiliated company, or to an entity which merges with or consolidated into the foregoing, provided that there is not then an Event the Tenant and any guarantor of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controls, is controlled by or under common control with shall not be released from the obligations for the payment of rent and other requirements hereunder. Landlord acknowledges that Tenant (may sublease the “Affiliate Parties”), (ii) kitchen and certain restaurant facilities in the Premises to a Financing Party as collateral securitythird party, (iii) and Landlord hereby agrees to any person or entity purchasing or otherwise succeeding such sublease without further action by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes subject to the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordforegoing. (b) Tenant shall not have a right to sublet all or any portions of the Leased Premises.

Assignment and Subletting. Prohibition against Leasehold Financing. (a) Tenant shall have the right, upon thirty (30) days prior written notice to Landlord, with no consent of Landlord whatsoever being required or necessary ("Preapproved Assignment") to assign this Lease in any of the circumstances set forth in subparagraphs (i) and (ii) below; (i) to any Person ("Preapproved Assignee") (whether by operation of law or in connection with the transfer or sale of all or substantially all of Tenant's business or the merger or consolidation of Tenant or similar transaction) which, immediately following such assignment has a publicly traded unsecured senior debt rating of "Baa2" or better from Mood▇'▇ ▇▇▇estors Services, Inc. or a rating of "BBB" or better from Standard & Poor's Corporation, and in the event all of such rating agencies cease to furnish such ratings, then a comparable rating by any rating agency reasonably acceptable to Landlord and Lender; or (ii) to an Affiliate of Tenant. (b) Tenant shall have the right, upon thirty (30) days prior written notice to Landlord and Lender, to sublet (i) up to but not in excess of twenty-five percent (25%) of the leasable space in the Structures to any Person, or (ii) in excess of twenty-five percent (25%) of the leasable space within the Structures to any Person who has, immediately following such sublease, the debt rating described in Paragraph (a)(i) above, or (iii) to an Affiliate of Tenant, in any such case with no consent of Landlord whatsoever being required or necessary with respect thereto ("Preapproved Sublet"). (c) Except as provided in Paragraphs 21(a) and (b) above, Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease or its interest herein or to sublease more than twenty-five percent (25%) of the leasable space in the Structures to any Person, without having first obtained the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect subject, however, to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease subparagraphs (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of below. (i) through If the proposed assignment will be to a Person which is not an Affiliate of Tenant's or to a Preapproved Assignee, Landlord shall have the right to consider the following criteria as they relate to the proposed assignee: (ivA) above. For its credit history; (B) its capital structure, net worth and unsecured senior debt rating; (C) its management and real estate management record; (D) its operating history; (E) its intended use of the avoidance Leased Premises; and (F) other factors associated with the proposed assignee's business as it relates to the use of doubtthe Leased Premises, including potential environmental concerns and liabilities. (ii) In exercising its right of approval under this Paragraph 21(c) with respect to a sublease which is not a Preapproved Sublet, Landlord shall limit its consideration to whether or not the proposed sublessee, by virtue of its business, is significantly more likely to expose the Leased Premises to a higher risk of Environmental Violation than Tenant in Tenant's use of the Leased Premises prior to the date of such subletting. (d) Any Preapproved Assignee or other assignee under any collateral assignment to a Financing Party which Landlord has consented shall not require any such collateral assignee to expressly assume all the obligations of Tenant hereunder pursuant to a written instrument delivered to Tenant at the time of such assignment. In addition, within ten (10) days after execution of any assignment, Tenant shall deliver to Landlord and Lender a conformed copy thereof. (e) No sublease or assignment entered into in accordance with the provisions of this Paragraph 21 shall affect or reduce any obligations of Tenant or rights of Landlord hereunder, and all obligations of Tenant hereunder shall continue in full effect as the obligations of a principal and not a guarantor or surety, as though no subletting or assignment had been made. (f) With respect to any Preapproved Assignment or Preapproved Sublet, Tenant shall provide to Landlord information reasonably required by Landlord to establish that any proposed Preapproved Assignment or Preapproved Sublet satisfies the criteria set forth above, it being agreed that Tenant shall not be obligated to disclose to Landlord any confidential or proprietary information. (g) As of the date hereof, portions of the Structures are subject to certain leases ("Existing Leases") described in Exhibit "F". Tenant covenants and agrees that it has provided to Landlord true and correct copies of the Existing Leases, that it will not extend the term of any Existing Lease (except pursuant to any option contained therein that is exercised by the tenant thereunder) but will enter into a new lease with any Tenant that desires to extend its Existing Lease, and that any such new lease will expressly provide that it is subject and subordinate to the terms of this Lease and the Mortgage. It is understood that the Leased Premises include the space leased under the Existing Leases. (h) As security for performance of its obligations under this Lease unless Lease, Tenant hereby grants, conveys and until a foreclosure on assigns to Landlord all right, title and interest of Tenant in and to all Existing Leases and any subleases hereinafter entered into for any or all of the collateral assignmentLeased Premises (the Existing Leases and future subleases, collectively, the "Subleases"), any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Landlord agrees that upon the written request hereby grants to Tenant a license to collect and enjoy all rents and other sums of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for money payable under any Sublease of any of the assignments listed in subsections Leased Premises; provided, however, that following the occurrence (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord. (b) Tenant shall not have a right the power to sublet all mortgage, pledge or otherwise encumber its interest under this Lease or any portions Sublease, and any such mortgage, pledge or encumbrance made in violation of this Paragraph 21 shall be void. (j) Subject to Tenant's rights under Paragraph 9(a) and Paragraph 35, Landlord may sell or transfer the Leased PremisesPremises at any time without Tenant's consent to any third party (each a "Third Party Purchaser"). In the event of any such transfer, Tenant shall attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser assumes in writing the obligations of Landlord hereunder and Third Party Purchaser and Landlord notify Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder.