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.

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 withheld, conditioned withheld or delayeddelayed 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. Notwithstanding Any breach of the foregoing, provided that there is 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 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 less than 10 days’ written notice to LandlordPermittee. 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, transfer, occupation or use 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. 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. 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 assign all of 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 rights, duties, or obligations under this Lease (i) to sole and absolute discretion that it requires either 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 environmental assessment of the assets Assigned Space (consisting of Tenantbut not limited to visual inspection, provided it includes 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 Improvements, including, without limitation, Port for all reasonable costs incurred by the Solar Facility, or Port in connection therewith (iv) including but not limited to a purchaser of the Improvements, including, without limitation, the Solar Facilityinternal Port costs incurred in connection with such environmental assessment). 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 Permittee agrees 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 said fee, and any requested additional fee, is delivered to the collateral assignmentPort, Permittee shall be deemed to have made no request to the Port to the assignment or other transfer of this Permit. Landlord agrees that The minimum and maximum fees shall be adjusted upon the written request commencement 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) each successive year of this Section 15(a)Permit, in form 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 content satisfactory until Permittee, except as and to Landlord.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:

Assignment and Subletting. A. Except in connection with a Permitted Transfer (a) defined in Section 13.E. below), Tenant shall not have the right to assign assign, sublease, transfer or encumber any of its rights, duties or obligations under interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned or delayed. Notwithstanding the foregoing, provided it is agreed 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 shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to Landlord, in its sole discretion assign all select Building tenants having similar leasehold obligations; (2) the proposed transferee’s business is not suitable for the Building considering the business of its rights, dutiesthe other tenants and the Building’s prestige, or obligations would result in a violation of another tenant’s rights; (3) the proposed transferee is a governmental agency or occupant of the Building; (4) Tenant is in default beyond any applicable notice and cure period; or (5) any portion of the Building or the Premises would likely become subject to additional or different laws as a consequence of the proposed Transfer. Any attempted Transfer in violation of this Section 13, shall, exercisable in Landlord’s sole and absolute discretion, be voidable. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfer(s). In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation 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 Landlordliability hereunder.

Assignment and Subletting. (a) Tenant shall not have not, directly or indirectly, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or sublease (which term shall be deemed to include the right to assign granting of concessions and licenses and the like) all or any part of its rights, duties the Premises or obligations suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease without to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the prior consent use or occupancy of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedthe Premises by anyone other than Tenant. 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 consent, but only upon not less than ten (10) days prior written notice to Landlord, 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 entity which controls, is controlled shall be a successor to Tenant either 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 (a “Merger”) or to a purchaser of all or substantially all of Tenant’s assets in either case provided the assets successor or purchaser shall have a tangible net worth, after giving effect to the transaction, of not less than the greater of the net worth of Tenant named in Section 1.1 as of the Date of this Lease or the net worth of Tenant named in Section 1.1 immediately prior to such Merger or sale (the “Required Net Worth”) or (ii) any entity (an “Affiliate”) which is a direct or indirect subsidiary or parent (or a direct or indirect subsidiary of a parent) of the named Tenant set forth in Section 1.1, in either case of (i) or (ii) only so 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 Subsection 6.2.1, provided it includes (II) except if pursuant to a Merger permitted by clause (i) above, Tenant shall, contemporaneously with such assignment, provide Landlord with a fully executed counterpart of any such assignment, which assignment shall comply with the Improvementsprovisions of this Subsection 6.2.1 and shall include an agreement by the assignee in form reasonably satisfactory to Landlord, includingto assume all of Tenant’s obligations under this Lease and be bound by all of the terms of this Lease, (III) in the case of an actual or deemed assignment pursuant to clause (i) Tenant shall provide Landlord, not less than ten (10) days in advance of any such assignment, evidence reasonably satisfactory to Landlord of the Required Net Worth of the successor or purchaser, and (IV) there shall not be a Default of Tenant at the effective date of such assignment. Tenant shall also be permitted, without limitationthe need for Landlord’s consent, but only upon not less than ten (10) days prior notice to Landlord, to enter into any sublease (a “Permitted 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 shall provide that it may, at Landlord’s election, be terminated and deemed void if during the term of this Lease such assignee or any successor to the interest of Tenant hereunder shall cease to be an Affiliate. If Tenant intends to enter into any sublease or assignment other than a Permitted Sublease or Permitted Assignment, Tenant shall, not later than sixty (60) days prior to the proposed commencement of such sublease or assignment, give Landlord notice thereof, which notice shall set forth in reasonable detail, the Solar Facilityproposed subtenant or assignee, the terms and conditions of the proposed sublease or assignment and information regarding the financial condition of the proposed subtenant or assignee. Tenant shall promptly provide Landlord with such additional information with respect to such subtenant or assignee as Landlord may reasonably request. Landlord may elect to terminate the term of this Lease if Tenant intends to assign this Lease, or to sublease (including expansion options) more than fifty percent (50%) of the Premises for a term (including extension options) of more than half of the remaining term hereof 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 (ivB) to a purchaser the date which is thirty (30) days after Landlord’s notice, the term of this Lease shall terminate. If Landlord shall not give such notice, but Tenant shall not enter into such sublease or assignment on the terms and conditions set forth in such notice from Tenant within one hundred twenty (120) days of the Improvements, including, without limitationinitially proposed sublease or assignment commencement date and shall still desire to enter into any sublease or assignment, the Solar Facilityfirst sentence of this paragraph shall again become applicable. Prior If Landlord shall not elect to terminate the term of this Lease, then Landlord shall not unreasonably condition or withhold its consent to any assignmentsublease, provided that, in addition to any other grounds for withholding of consent, Landlord may withhold its consent if in Landlord’s good faith judgment: (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 proposed assignee or subtenant does not have a financial condition reasonably acceptable to Landlord; and (ii) Tenant shall provide the business and operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by the majority of other tenants in the Building; (iii) the proposed assignee or subtenant is a business competitor of Landlord with reasonable evidence that the assignee fits within one or is an affiliate of (i) through a business competitor of Landlord; (iv) abovethe identity of the proposed assignee or subtenant is, or the intended use of any part of the Premises, would be, in Landlord’s determination, inconsistent with first-class office space or Landlord’s commitments to other tenants in the Building or any covenants, conditions or restrictions binding on Landlord or applicable to the Property; (v) at the time of the proposed assignment or subleasing Landlord is able to meet the space requirements of Tenant’s proposed assignee or subtenant by leasing available space in the Building to such person or entity and either (a) the proposed assignee or subtenant is a tenant or other occupant of the Building or any building in Alachua, Florida owned by Landlord or any entity affiliated with Landlord (or is an entity affiliated with any such tenant or occupant), or (b) the proposed assignee or subtenant is an entity, or is affiliated with any entity, which shall have entered into negotiation with Landlord for space in the Building within the preceding twelve (12) months; or (vi) any such sublease shall result in the Premises being occupied by more than two (2) parties (including Tenant) at any one time. For No subletting or assignment shall in any way impair the avoidance continuing primary liability of doubtthe Tenant named in Section 1.1, and any collateral immediate or remote successor in interest, and no consent to any subletting or assignment in a particular instance shall be deemed to be a Financing Party waiver of the obligation to obtain the Landlord’s written approval in the case of any other subletting or assignment. The joint and several liability of Tenant named herein and any immediate and remote successor in interest (by assignment or otherwise) for the payment of Annual Fixed Rent and Additional Rent, and the timely performance of all non-monetary obligations on Tenant’s part to be performed or observed, shall not require in any such collateral assignee to assume way be discharged, released or impaired by any (a) agreement which modifies any of the rights or obligations of Tenant the parties under this Lease, (b) stipulation which extends the time within which an obligation under this Lease unless and until a foreclosure on is to be performed, (c) waiver of the collateral assignment. Landlord agrees that upon the written request performance of Tenantan obligation required under this Lease, and at no expense or (d) failure to Landlord, Landlord shall sign a separate written consent for enforce any of the assignments listed 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)6.2.1 shall be voidable at Landlord’s option. Tenant shall not occupy any space in the Building (by assignment, in form and content satisfactory to Landlordsublease or otherwise) other than the Premises.

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 (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 assignmentif: (i) The proposed assignee has a net worth at least equal to Tenant and Tenant’s Guarantor(s) (if any) as of the entity to whom date of signing this Lease, or the assignment shall be made, shall contemporaneously with date of the proposed assignment, execute whichever is greater; (ii) the proposed assignee is creditworthy considering the obligations to be assumed under this Lease; (iii) the proposed assignee has experience and deliver expertise in operating a business similar to Landlord an original executed Assignment 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 other tenant(s) of the Building; (v) Tenant and Assumption Agreement Tenant’s Guarantor(s) (if any) acknowledge in form and content satisfactory writing that they will remain liable for the performance of all obligations pursuant to Landlordthe Lease; and (iivi) no default by Tenant shall be in existence at the time of the request for consent or 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 Landlord with reasonable evidence that Lessor with: a copy of the assignee fits within one proposed assignment, 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 required information concerning the proposed assignee, and the satisfaction of all of the conditions specified in (i) through (ivvi) above. For , Lessor shall have 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.following options:

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 Xxxxxxxx'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.

Assignment and Subletting. (a) Tenant shall not have the right to assign assign, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet 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 written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the foregoing, provided that there is Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not then an Event of Default on the part of release Tenant or an event with respect to which a notice of default has been given that remains uncured, then from its obligations hereunder. 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 (i) sublet or assign or enter into other arrangements such that the amounts to an entity which controlsbe paid by the sublessee or assignee thereunder would be based, is controlled in whole or in part, on the income or profits derived by the business activities of the sublessee or under common control with Tenant (the “Affiliate Parties”), assignee; (ii) sublet the Premises or assign this Lease to a Financing Party as collateral securityany person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the "Code"); or (iii) to sublet the Premises or assign this Lease in any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all other manner which could cause any portion of the assets amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Tenant, provided it includes Section 856(d) of the Improvements, including, without limitation, the Solar FacilityCode, or (ivwhich could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) to a purchaser of the Improvements, including, without limitation, the Solar FacilityCode. 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) The requirements of this Section 15(a), in form and content satisfactory 12.1 shall apply to Landlordany further subleasing by any subtenant.

Assignment and Subletting. (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, which consent assign or mortgage (except as permitted under Section 36(b) hereof) this Lease or any interest therein or sublet the Leased Space or any part thereof. For the purposes of this paragraph, the sale or assignment of a controlling interest in the Tenant corporation or a majority interest in the Tenant partnership as the case may be shall not be unreasonably withhelddeemed an assignment, conditioned but the assignment to a parent, wholly-owned subsidiary of the Tenant or delayed. Notwithstanding the foregoingsuccessor corporation shall be permitted, 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 such 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 assumes the obligations of Tenant under this Lease and that such assignment shall not relieve Tenant of its obligations hereunder. For purposes herein, (A) a successor corporation is one into which Tenant is merged or consolidated, or which acquired those of Tenant’s assets or business located in the Leased Space as of the date of the assignment, and (B) a controlling interest shall mean the ownership of fifty percent or more of the beneficial interest in the person or entity in question, unless and until the corporation is publicly traded in which case such transfers of stock (whether or not a foreclosure on the collateral controlling interest) shall not be deemed to be an assignment. As to any other assignment, Landlord agrees that upon it shall not unreasonably withhold its consent, provided the written request business of Tenant’s assignee or subtenant is no more hazardous than that of Tenant, and at no expense it being understood that it shall not be unreasonable for Landlord to Landlordrequire, Landlord shall sign as a separate written consent for any condition of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord.such consent:

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 Landlord'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.

Assignment and Subletting. (a) Tenant shall not have assign the Lease, the right to assign any of its rights, duties or obligations occupancy under this Lease Lease, or any other interest therein (including, without limitation, a mortgage or pledge of Tenant’s interest in this Lease), or sublet the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Among other items Landlord may consider, in its reasonable judgment, Tenant’s right to assign this Lease or sublet the Premises shall be based on the transferee being a creditworthy tenant. A creditworthy tenant shall mean a tenant that has the financial ability to perform the Tenant’s obligations under this Lease, and with a net worth at least equal to the net worth of Tenant as of the date hereof. 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 Landlordconsent, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an entity which controlsor sublet the Premises, is controlled by In whole or under common control with Tenant (the “Affiliate Parties”)in part, (ii) to a Financing Party as collateral security, (iii) to any person corporation or other legal entity purchasing that is an affiliate, subsidiary, parent or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets successor 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 Facilitycorporation or other legal entity into or with which Tenant may be merged or consolidated. 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 notify Landlord with reasonable evidence that the assignee fits within one of thirty (i30) through (iv) abovedays after any such transfer not requiring Landlord’s consent. 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) purpose of this Section 15(a)6, in form a “subsidiary,” “affiliate” or a “successor” of Tenant shall mean the following (for purposes of this Lease, any “parent,” “subsidiary,” “affiliate” and content satisfactory “successor” of Tenant shall be collectively referred to Landlord.as “Affiliated Company”):

Assignment and Subletting. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, encumber or otherwise transfer this Lease or any interest herein directly or indirectly, by operation of law or otherwise, or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (any such action, a “Transfer”). If at any time or from time to time during the Term, when no Event of Default has occurred and is continuing, Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice (“Transfer Notice”) setting forth the terms of the proposed Transfer and the identity of the proposed assignee or sublessee (each, a “Transferee”). Landlord shall not unreasonably withhold or delay its consent to a Transfer, provided that (a) Tenant shall not have the right deliver to assign any Landlord prior written notice of its rights, duties or obligations such proposed Transfer together with such related information as Landlord shall reasonably request; (b) no Event of Default under this Lease without shall have occurred and be continuing; (c) 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 Landlordproposed Transferee, in the case of an assignment of this Lease or a sublease of 75% or more of the Premises in the aggregate, shall have a net worth equal to or greater than $7,500,000.00 as demonstrated by audited financial statements or equivalent financial information and shall otherwise have a financial condition reasonably satisfactory to Landlord and sufficient to meet its sole discretion assign all obligations under any sublease of its rights, duties, or obligations less than 75% of the Premises; (d) Tenant shall remain fully liable under this Lease (i) to and, following an entity which controlsassignment, is controlled by or under common control the Transferee shall be jointly and severally liable with Tenant for ail such obligations arising after the effective date of such assignment; (e) due to the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any person identity or entity purchasing or otherwise succeeding by reason business of a reorganizationproposed assignee or subtenant, merger such approval would cause Landlord to be in violation of any covenant or consolidation restriction contained in another lease or other agreement affecting space elsewhere in the Property; and (f) in the event of an assignment, such Transferee shall agree directly with Landlord to all or substantially be bound by all of the assets obligations of Tenant, provided it includes Tenant hereunder arising after the Improvementseffective date of such assignment pursuant to an assumption agreement reasonably satisfactory to Landlord, including, without limitation, the Solar Facility, or (iv) obligation to a purchaser pay all Rent and other charges due and owing under this Lease after the effective date of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) such assignment Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord with the Transfer Notice 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 acceptable assumption agreement for Tenant’s obligations of Tenant under this Lease unless and until (in the case where the Transfer is a foreclosure on proposed assignment of this Lease) together with all relevant information reasonably requested by Landlord concerning the collateral assignment. proposed Transferee to assist Landlord agrees that upon in making an informed judgment regarding the written request Transferee’s proposed use of Tenantthe Premises (which use must be permitted by Applicable Laws), and at no expense to Landlordthe financial responsibility, Landlord shall sign a separate written consent for any creditworthiness, reputation, and business experience of the assignments listed in subsections (i) through (iv) Transferee. Subject to Section 12.6, below, the provisions of this Section 15(a)12.1 shall apply to a Transfer (by one or more Transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests of Tenant as if such Transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in form and content satisfactory to LandlordTenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section 12.1.

Assignment and Subletting. 18.1 (a) Tenant shall not have the right to not, whether voluntarily, involuntarily, or by operation of law or otherwise (i) assign any of its rights, duties in whole or obligations under in part or otherwise transfer in whole or in part this Lease or the Term and estate hereby granted, or offer or advertise to do so, (ii) sublet the Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant and upon thirty (30) days prior written notice to Landlord, Electro Energy Inc. (“EEI”), Tenant’s parent company, or any other wholly-owned subsidiary of EEI, or (iii) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in a manner inconsistent with any requirements by creditors or debtors in existence as of the Commencement Date, without in each instance obtaining 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 uncuredconditions therefor set forth in subsection (b) below are satisfied. Tenant, then Tenant may, without if it requests Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all an 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 subletting of the assets Premises, shall not later than sixty (60) days prior to the proposed effective date of the assignment or subletting, submit to Landlord a written request (“Tenant, provided it includes ’s Request”) for Landlord’s consent to such assignment or subletting. Tenant’s Request shall include a copy of the Improvementsproposed assignment or sublease and information about the proposed assignee or subtenant, including, without limitation, the Solar Facilityname and character of its business, or (iv) to a purchaser the terms of the Improvementsproposed assignment or sublease, including, without limitation, the Solar Facility. Prior information as to its financial responsibility and standing and any assignment: (i) Tenant and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to other information as 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 Landlordmay reasonably require.

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 the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the into another entity to whom the assignment shall be made, shall contemporaneously or in connection with the assignment, execute sale by Tenant of all or substantially all of its business 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 assets or a transfer 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 parent or subsidiary 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.

Assignment and Subletting. (a) Tenant Notwithstanding anything contained in the Xxxxxxxxx to the contrary, Sublessee shall not have the right to assign any of its rightsnot, duties or obligations under this Lease without the prior written consent of LandlordSublessor, 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, transfer, mortgage, pledge, hypothecate or encumber, or subject to an entity which controlsor permit to exist or be subjected to, is controlled by any lien or charge, this Sublease or any interest under common control with Tenant (the “Affiliate Parties”)it, (ii) allow to a Financing Party as collateral securityexist or occur any transfer of or lien upon this Sublease or Sublessee's interest herein by operation of law, (iii) to sublet the Premises or 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, portion thereof or (iv) to a purchaser permit the use or occupancy of the ImprovementsPremises or any portion thereof by any person, includingcorporation, without limitationpartnership, limited liability company, trust or other legal entity (each, a "Person") for any purpose not provided for hereunder or under the Solar Facility. Prior to any assignment: Xxxxxxxxx (i) Tenant and each 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 actions or events described in form and content satisfactory to Landlord; and (ii) Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of clauses (i) through (iv) aboveare referred to herein as a "Transfer"). No consent on the part of Sublessor in respect of any Transfer shall relieve or release (x) Sublessee from obtaining the consent of Landlord in respect of such Transfer as provided in the Xxxxxxxxx or (y) any assignee, transferee or sublessee from obtaining the consent of Sublessor and Landlord in respect of any other Transfer. Any purported Transfer in violation of this paragraph 14(a) shall be null and void. Sublessee acknowledges that (i) the location of the Premises was specifically selected by Sublessor for the purpose of opening and operating a Bang & Olufsen store, (ii) Sublessor has invested a significant amount of time and money in identifying this location and entering into the Xxxxxxxxx and (iii) the unique location of the Premises is a material component of Sublessor's business plan for the development and operation of Bang & Olufsen stores in the United States in general, and the particular geographic region in which the Premises are located. Accordingly, for purposes of this paragraph 14(a), it shall not be deemed unreasonable of Sublessor to withhold its consent to any Transfer if any of the following conditions are not satisfied: (A) the Person to whom such Transfer is proposed to be made (a "Transferee") agrees in writing to continue to use the Premises solely for the uses set forth in Article 10 of the Xxxxxxxxx and can demonstrate to Sublessor's reasonable satisfaction that Transferee has the experience and know-how necessary to successfully operate a retail outlet for the sale of Bang & Olufsen(R) products and services; (B) Transferee furnishes Sublessor with copies of Transferee's financial statements covering such time periods as Sublessor may reasonably require, in form reasonably acceptable to Sublessor, which establish that Transferee's financial condition is at least as good as the financial condition of the Sublessee as of the date hereof; (C) Transferee agrees in writing to assume all of the obligations, liabilities and responsibilities of Sublessee hereunder; and (D) the Landlord consents to the proposed Transfer and the proposed Transferee, if such consent is required under the terms of the Xxxxxxxxx. For the avoidance purposes of doubtthis Sublease, any collateral change in ownership or active management of Sublessee shall be deemed an assignment to or transfer which requires the prior consent of Sublessor; provided, however, that so long as Sublessee is a Financing Party publicly traded company, any transfer or series of transfers as part of a single transaction, of the common stock of Sublessee shall not require the prior consent of Sublessor unless, as a result of such transfer or series of transfers, control of Sublessee is acquired by any such collateral assignee to assume manufacturer of consumer electronics products having annual sales in the obligations United States of Tenant under this Lease unless and until a foreclosure on the collateral assignment$10,000,000 or more. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any For purposes of the assignments listed in subsections (i) immediately preceding sentence, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Sublessee, whether through (iv) the ownership of this Section 15(a)voting securities, in form and content satisfactory to Landlordby contract or otherwise.

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.

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.

Assignment and Subletting. (a) Tenant shall not have the right to assign mortgage, pledge, encumber, sell, assign, or transfer this Lease, in whole or in part, by operation of law or otherwise, or sublease 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 or an event with respect to which a notice of default has been given that remains uncured, then Tenant maythe Leased Premises, without Landlord’s written consent, which consent but upon may be withheld for any reason whatsoever except as specifically set forth in this paragraph 15. In all events no such assignment shall be valid unless, prior written notice to the commencement of the subject sub-lease or the occupancy of the sub-tenant Landlord shall have received financial information and documents from the proposed sub-tenant and approved the proposed sublease and Tenant shall have delivered to Landlord (i) a duplicate original instrument of assignment in form reasonably satisfactory 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 duly executed 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) an instrument in form attached hereto as Exhibit I, duly executed by the Tenant shall provide Landlord with reasonable evidence that and the assignee fits within one or sub-tenant, in which such assignee or sub-tenant shall agree, among other things, to observe and perform, and to be personally bound by, all of (i) through (iv) above. For the avoidance terms, covenants, and conditions 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 on Tenant’s part to be observed and until a foreclosure on performed, whether or not accruing prior to or after the collateral date of such assignment and whether or not relating to matters arising prior to such assignment. In the event of any monetary Defualt hereunder that remains uncured after the passage of any applicable cure period, as set forth herein, Tenant hereby irrevocably assigns to Landlord agrees that upon the written request of Tenant, right to collect all Rent and at no expense to Landlord, Landlord shall sign a separate written consent for additional charges due Tenant as Sublandlord from any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordsubtenant.

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 Landlord with reasonable evidence that be equal to or greater than the assignee fits within one of tangible net worth (isimilarly determined) 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 as of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordLease Reference Date.

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) the Indenture; provided however, that, without the prior written consent of the Developer, each of the Lessor and the RDC may assign this Section 15(a)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 form and content satisfactory to Landlordaccordance with the terms of the Declaration.

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 of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: ten percent (i10%) 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 ownership interest 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.

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.

Assignment and Subletting. (a) The Tenant shall not have the right to assign any of its rightsright, duties or obligations under this Lease without the first obtaining Landlord's prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned to assign or delayedsublet any part or all of the Premises to any party for any purpose. Notwithstanding A change in ownership of the foregoing, provided that there is not then an Event of Default on the part controlling interest of Tenant or shall also constitute an event with respect assignment subject to which a notice of default has been given that remains uncured, then Tenant maythis subparagraph. Landlord, without Landlord’s being deemed unreasonable, may withhold its consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, any proposed assignment or obligations under this Lease subletting where (i) to an entity which controls, the financial capacity of such assignee or subtenant is controlled by materially less than that of tenant or under common control with Tenant (the “Affiliate Parties”), (ii) such assignee or subtenant does not intend to operate a Financing Party as collateral security, national or regionally recognized restaurant on the Premises or (iii) even if such assignee or subtenant intends to any person operate a restaurant on the Premises, the type of restaurant or entity purchasing the operating history of such assignee or otherwise succeeding by reason subtenant or the operating history of a reorganization, merger such type of restaurant reflects an inability to generate Gross Sales and potential sales growth equal to or consolidation to all or substantially all greater than that of the assets Tenant. Even if such consent to assignment or subletting is given by Landlord, such assignment or subletting shall not relieve Tenant of its liability for the continued performance of all terms, covenants and conditions of this Lease, including without limitation the payment of all rent, additional rent and Percentage Rent and other charges thereunder. Likewise, as a condition of any such assignment by 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 assignee shall be made, shall contemporaneously with the assignment, required to execute and deliver to Landlord Landlord, upon the effective date of such assignment, an original executed Assignment agreement, in recordable form, whereby such assignee assumes and Assumption Agreement in form and content satisfactory agrees 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 discharge all 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.

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.

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 withheld, conditioned construed either (x) as waiving or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of releasing 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, liabilities or obligations under this Lease (i) to an entity which controlsas a principal and not as a guarantor or surety, 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 for all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facilitywhich liabilities and obligations Tenant shall remain fully liable hereunder, or (ivy) 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 purchaser of the Improvementstenant. Tenant shall not mortgage, includingpledge, without limitationhypothecate or encumber (collectively “mortgage”) this Lease. Tenant shall pay to Landlord an administrative fee equal to five hundred dollars ($500) plus all other reasonable, the Solar Facility. Prior 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: (i) Tenant , subletting, or mortgage, and the entity to whom the assignment Landlord’s receipt of such sum shall be madea 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 contemporaneously with the assignment, execute and deliver to Landlord an original a fully 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 copy of (i) through (iv) above. For the avoidance of doubteach agreement evidencing a sublease, 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 Tenantor mortgage, and at no expense to Landlord’s consent thereto, Landlord shall sign a separate written consent for any of the assignments listed in subsections within ten (i10) through (iv) of this Section 15(a), in form and content satisfactory to Landlorddays after execution thereof.

Assignment and Subletting. (a) Assignment or Sublease: Except as set forth in Section 17(c), ---------------------- Tenant shall not have the right to assign any of its rightsassign, duties mortgage, encumber or obligations under otherwise transfer this Lease nor sublet the whole or any part of the Premises without the in each case first obtaining Landlord's prior consent of Landlordwritten consent. Subject to Section 17(b), which below, such 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) 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 assignmentexcept: (i) Tenant and the entity to whom the assignment shall be madeLandlord may withhold its consent if in Landlord's reasonable judgment occupancy by any proposed assignee, shall contemporaneously subtenant, or other transferee (A) is not consistent with the assignment, execute maintenance and deliver operation of a first-class office building due to Landlord an original executed Assignment the nature of the proposed occupant's business or manner of conducting business or its experience or reputation in the community; or (B) is likely to cause disturbance to the normal use and Assumption Agreement in form and content satisfactory to Landlordoccupancy of the Building; and (ii) Landlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge, or other encumbrance of any interest in this Lease or the Premises by Tenant or any subtenant; (iii) Landlord may withhold its consent to the extent it deems necessary to comply with any restriction on use of the Premises, the Building, or the Land contained in any applicable laws or in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any of such property is subject. No such assignment, subletting or other transfer shall relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a waiver of the necessity for consent to any subsequent assignment, subletting or transfer. Each request for an assignment or subletting must be accompanied by a Processing Fee of $500 in order to reimburse Landlord for expenses, including attorneys fees, incurred in connection with such request ("Processing Fee"). Tenant shall provide Landlord with reasonable evidence that the assignee fits within one copies of (i) through (iv) above. For the avoidance of doubtall assignments, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant under this Lease unless subleases 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 Landlordassumption instruments.

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.

Assignment and Subletting. (a) 11.1 Tenant shall not have the right be entitled to assign any of its rights, duties or obligations under this Lease without the upon prior consent of approval by Landlord, which consent shall not be unreasonably withheldwithheld or delayed or conditioned on the payment of a fee; and provided, conditioned however, that in the event of such an assignment, the business reputation and creditworthiness of any proposed assignee shall be substantially equivalent to or delayedsuperior to Tenant’s, all of the provisions of this Lease shall remain in full force and effect, and Tenant shall remain liable for the payment of the rents due under this Lease and the faithful performance and observance of all other obligations and conditions arising under this Lease. 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 the consent of Landlord but upon with prior written notice to Landlord, in its sole discretion to 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 affiliate of a reorganizationTenant, merger or consolidation to any subsidiaries of Tenant, to any purchaser in connection with the sale of all or substantially all of the assets or stock of TenantTenant or to any successor by merger, consolidation or reorganization provided it includes in any such event Tenant shall remain liable for the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser payment of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant rents due under this Lease and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute faithful performance and deliver to Landlord an original executed Assignment observance of all other obligations 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 conditions arising under this Lease unless and until the proposed assignee has a foreclosure on net worth equal to or greater than the collateral lesser of the net worth of Tenant as of the date of this Lease or the net worth of Tenant immediately prior to the assignment. Landlord agrees that upon Furthermore, Tenant shall have the written request of Tenant, and at no expense right to Landlord, Landlord shall sign sublet all or a separate written consent for any portion of the assignments listed in subsections (i) through (iv) of this Section 15(a)Premises without Landlord’s consent, in form and content satisfactory to Landlordwhich case, Tenant shall remain primarily responsible hereunder.

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(a6.14 shall be voidable at Landlord's option. Tenant shall not 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 portion of the 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 form this paragraph shall be deemed to abrogate the provisions of this Section 6.14 and content satisfactory 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) Tenant Tenant's interest in the Premises shall be limited to the use and occupancy thereof in accordance with the provisions hereof and shall be non-transferable without Landlord's prior written consent, which consent shall not have the right be unreasonably withheld conditioned or delayed. Any attempts by Tenant to assign its interest in the Lease, or to sublet the Premises in whole or in part, or to sell, assign, lien, encumber or in any of its rights, duties or obligations under manner transfer this Lease or any interest therein, without Landlord's prior written consent shall constitute a default hereunder, as shall any attempt by Tenant to assign or delegate the management or to permit the use or occupancy of the Property or the Premises or any part thereof by anyone other than Tenant, Landlord and Tenant acknowledge and agree that the foregoing provisions have been freely negotiated by the parties hereto and that Landlord would not have entered into this Lease without Tenant's consent to the terms of this Section 9.1. Any attempt by Tenant to assign this Lease or to sublet all or any portion of the Premises, to encumber same, or to in any manner transfer, convey or assign Tenant's interest therein without Landlord's prior written consent shall be void ab initio. Notwithstanding anything contained herein to the contrary, Tenant may, 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 (sublet the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) Premises 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 wholly-owed subsidiary of Tenant, provided it includes 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 parent corporation of Tenant, and at no expense or to Landlord, Landlord shall sign a separate written consent for any wholly-owned subsidiary of the assignments listed in subsections (i) through (iv) parent corporation of this Section 15(a), in form and content satisfactory to LandlordTenant.

Assignment and Subletting. (a) Except as provided in sections l9(c) and 19 d) below, Tenant shall not have voluntarily, involuntarily or by operation of law assign, transfer, mortgage or encumber this Lease, nor sublet the right to assign whole or any part of its rights, duties or obligations under this Lease the Premises without the prior consent of first obtaining Landlord's written consent, 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) 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 in the written request event Tenant requests an assignment, transfer or sublease, Landlord shall, within 20 days after the receipt of Tenantthe Assignment Documents (as defined in section l9(b) below), notify Tenant whether Landlord approves or disapproves such assignment, transfer or sublease, and at no expense if disapproved, the reasonable objections thereto. If Landlord fails to Landlordprovide such notice within such 20-day period, Landlord shall sign be deemed to have consented to such assignment, transfer or sublease. No such assignment or subletting shall relieve Tenant of any liability under this Lease. Consent to any such assignment or subletting shall not operate as a separate written consent for any waiver of the assignments listed necessity of a consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Tenant. Except as provided in subsections (isection l9(c) through (iv) below, any transfer of this Section 15(a)Lease by merger, consolidation, reorganization or liquidation, or any change in form and content satisfactory the ownership of, or power to Landlordvote, the majority of Tenant's outstanding voting stock, or a recapitalization which effectively alters such voting control, shall constitute an assignment for the purpose of this section.

Assignment and Subletting. (a) Tenant shall may not have assign, mortgage, pledge, encumber or otherwise transfer this Lease, or any interest hereunder, or sublet or otherwise permit the right to assign any occupancy of its rightsthe Premises (other than by Tenant), duties in whole or obligations in part, without on each occasion first obtaining the prior express written consent of Landlord. Notwithstanding the foregoing, as long as Tenant is not then in default under this Lease after the giving of any applicable notice and the expiration of any applicable cure period, Tenant shall have the right, upon at prior written notice to Landlord (setting forth the name and address and contact information for the applicable persons or entities listed in clauses (i)-(iv) below), but 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 or sublet the Premises or a portion thereof to: (i) any entity into which or with which Tenant has merged or consolidated; (ii) any parent, subsidiary, or wholly-owned Affiliate of Tenant; (iii) any entity which acquires all or substantially all of the issued and outstanding shares of capital stock of Tenant, membership interests in Tenant or partnership interests in Tenant, as applicable; or (iv) any purchaser of all or substantially all of Tenant’s assets and the assets of all Affiliates of Tenant that are in the business of produce distribution, restaurant supply distribution, and seafood and other food distribution services; provided and on the condition that, in the event of any such transfer which is an assignment, such transferee shall agree in writing to an assume and perform all of the terms and conditions of this Lease on Tenant’s part to be performed from and after the effective date of such transfer. As used herein, (A) the term "Affiliate", of any person or entity, shall mean a corporation, partnership, limited liability company or other entity which controls, is controlled by or is under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to any such 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 Landlordentity; and (iiB) Tenant the term "control" shall provide Landlord with reasonable evidence that mean (1) in the assignee fits within one case of a corporation, ownership or voting control, directly or indirectly, of at least fifty (i50%) through percent of all the voting stock, (iv2) above. For the avoidance in case of doubta partnership, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations ownership, directly or indirectly, 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.at

Assignment and Subletting. 11.1 Except in connection with a Permitted Transfer (a) defined below), Tenant shall not have the right to assign assign, sublease, transfer or encumber any of its rights, duties or obligations under interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayeddelayed if Landlord does not exercise its recapture rights under Section 11.2. If the entity which controls the voting shares/rights of Tenant changes at any time, such change of ownership or control shall constitute a Transfer unless Tenant is an entity whose outstanding stock is listed on a recognized securities exchange or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. Any attempted Transfer in violation of this Section is voidable by Landlord. In no event shall any Transfer, including a Permitted Transfer, release or relieve Tenant from any obligation under this Lease. Notwithstanding the foregoing, provided that there is not then an Event in the event a Default exists either at the time Tenant requests consent for such sublease or assignment or at the commencement of Default on the part of Tenant such sublease or an event with respect to which assignment (including without limitation a notice of default has been given that remains uncuredPermitted Transfer), then Tenant Landlord may, without Landlord’s consent but upon prior written notice to Landlord, in at its sole discretion assign all of discretion, refuse consent to such assignment or sublease and/or declare such assignment or sublease void and without force or effect. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld 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) consent 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 proposed transfer and 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 ’s sole remedy shall be made, shall contemporaneously with the assignment, execute and deliver an action 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 enforce 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) provision through (iv) of this Section 15(a), in form and content satisfactory to Landlordspecific performance or declaratory judgment.

Assignment and Subletting. (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, which consent shall not be unreasonably withheldwithheld or delayed as provided in this Section 15: (i) assign, conditioned mortgage, pledge, encumber or delayedotherwise transfer this Lease, the term or estate hereby granted, or any interest hereunder; (ii) permit the Premises or any part thereof to be utilized by anyone other than Tenant (whether as concessionaire, franchisee, licensee, permittee or otherwise); or (iii) except as hereinafter provided, sublet or offer or advertise for subletting the Premises or any part thereof. Any assignment, mortgage, pledge, encumbrance, transfer or sublease without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a default. Notwithstanding the foregoingforegoing and Sections 15(b) and 15(c) below, provided that there is not then an Event of Default on Tenant may assign this Lease or sublet the part of Tenant Premises or an event with respect to which a notice of default has been given that remains uncured, then Tenant mayportion thereof, without Landlord’s consent 's consent, but upon with prior written notice notice, to Landlordthe following ("Tenant Affiliate"): any 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 which 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, (ii) Tenant remains fully liable under this Lease, (iii) the use of the Lease unless and until a foreclosure on by such transferee conforms with the collateral assignment. Landlord agrees that upon the written request requirements of Tenantthis Lease, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) the proposed transferee shall have a net worth which is comparable to that of Tenant as of the Lease Date. Provided that Tenant is a corporation, and (x) the stock of Tenant is traded on a national exchange, the transfer of stock in Tenant shall not be considered an assignment, sublease or transfer under the Lease, or (y) the stock of Tenant is not traded on a national exchange, the collective transfer of 30% or less of such stock shall not be considered an assignment, sublease or transfer under this Section 15(a)Lease, provided such transfer (together with all other transfers during the Term) does not result in form and content satisfactory to Landlorda change in control of Tenant.

Assignment and Subletting. (a) Tenant shall not have assign this Lease, in whole or in part, and/or sublease all or any portion of the right to assign any of its rightsPremises, 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 shall not be considered unreasonably withheld if (i) to an entity which controls, is controlled by the proposed transferee or under common control with Tenant (sublessee will not use the “Affiliate Parties”)Premises for the Permitted Use, (ii) to a Financing Party as collateral securityMajor Default exists, or (iii) the proposed transferee does not have a reasonable financial condition in relation to the obligations to be assumed in connection with the proposed assignment or sublease, taking into account that Tenant will remain liable under this Lease. Landlord’s failure to respond within ten (10) Business Days after Landlord’s receipt of a written request for consent, and within five (5) days following Landlord’s receipt of a second written request for consent, shall be deemed consent to the assignment or sublease proposed in such written request. If Landlord grants its consent, or is deemed to have granted its consent pursuant to this Section 31(a), to any person such proposed assignment or entity purchasing sublease, then Tenant, within ten (10) Business Days after the effective date of any such assignment of this Lease or otherwise succeeding by reason sublease of a reorganization, merger or consolidation to all or substantially all any portion of the assets of TenantPremises, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser shall furnish Landlord with copies 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 fully 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 instruments evidencing 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 sublease.

Assignment and Subletting. (a) Tenant shall not have With the right to assign any of its rights, duties or obligations under this Lease without the prior consent advance written approval of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant may assign or sublease, all or any portion of the Leased Premises and may permit any subtenant or subtenants to assign or sublease this Lease or any sublease of all or any part of the Leased Premises so long as such assignee, sublessee, mortgagee, etc., in Landlord’s reasonable discretion, is capable of performing all financial obligations owing to Landlord under the Lease; provided, however, Tenant, without such consent, may assign this Lease in its entirety or sublease a portion of this Lease to any affiliate, subsidiary or entity that is under common control with Tenant. Upon any assignment of this Lease, Xxxxxx shall remain obligated under this Lease unless Xxxxxxxx agrees otherwise in writing and receives a written agreement whereby the assignee agrees to assume such obligations and liabilities as a direct obligation to Landlord. 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 uncuredits permitted assignees or subtenants may pledge, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, mortgage or obligations under this otherwise provide or encumber the leasehold and 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/or Building and improvements to any person Leasehold Mortgagees or entity purchasing or otherwise succeeding by reason lenders without the consent 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.

Assignment and Subletting. (a) Tenant Subtenant shall not have the right to assign assign, transfer, mortgage, or otherwise encumber this Sublease or all or any of its rightsSubtenant’s rights hereunder or interest herein, duties or obligations under this Lease sublet, rent or permit anyone to occupy the Subleased Premises or any part thereof, without obtaining the express prior written consent of LandlordSublandlord; provided, which consent shall not be unreasonably withheldhowever, conditioned that assignment of this Sublease or delayed. Notwithstanding sublease of all or any portion of the foregoingSubleased Premises to any party owned or controlled by, 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 ownership or control with Tenant (the “Affiliate Parties”)with, (ii) to a Financing Party as collateral security, (iii) Subtenant or to any person corporation or other entity purchasing with which or otherwise succeeding by reason of a reorganizationinto which Subtenant may be merged or consolidated, merger or consolidation to any corporation or other entity which may acquire all or substantially all of Subtenant’s assets or capital stock, shall not require the assets consent of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, Sublandord. Sublandlord shall not unreasonably withhold or (iv) condition its consent to any other proposed assignment or sublease to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: third party provided that (i) Tenant such third party agrees to use the Subleased Premises only for the purposes permitted by this Sublease and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute Master Lease and deliver to Landlord executes an original executed Assignment and Assumption Agreement assumption of Subtenant’s obligations hereunder in form and content satisfactory to Landlord; Sublandlord, and (ii) Tenant Subtenant shall provide Landlord with reasonable evidence that the assignee fits within one of not be released from its obligations hereunder and shall so confirm in writing to Sublandlord, (iiii) through such third party’s tangible net worth (without regard to goodwill or other intangible assets) shall equal or exceed Subtenant’s net worth immediately prior to such assignment or sublet, and (iv) above. For the avoidance of doubt, any collateral such 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 or sublease is in accordance with Section 30 of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to LandlordMaster Lease.

Assignment and Subletting. 8.1 Tenant shall not (a) Tenant shall not have assign or otherwise transfer this lease or the right term and estate hereby granted, (b) sublet the Demised Premises or any part thereof or allow the same to assign be used or occupied by others or in violation of Article 4, (c) mortgage, pledge or encumber this lease or the Demised Premises or any part thereof in any manner by reason of its rightsany act or omission on the part of Tenant, duties or obligations under this Lease without (d) advertise, or authorize a broker to advertise, for a subtenant or an assignee, without, in each instance, obtaining the prior consent of Landlord, which consent shall not be unreasonably withheldexcept as otherwise expressly provided in this Article 8. For purposes of this Article 8, 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) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or of a corporate subtenant, or the transfer of a majority of the total interest in any partnership tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this lease, or of such sublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall be deemed not to an entity which controlsinclude the sale of such stock by persons or parties, is controlled by through the "over-the-counter market" or under common control with Tenant (through any recognized stock exchange, other than those deemed "insiders" within the “Affiliate Parties”)meaning of the Securities Exchange Act of 1934 as amended, (ii) to a Financing Party as collateral securitytakeover agreement shall be deemed a transfer of this lease, (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 legal representative of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facilityto whom Tenant's interest under this lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 8, and (iv) to a purchaser modification, amendment or extension of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment a sublease shall be madedeemed a sublease. Tenant shall pay to Landlord on demand, as additional rent any costs incurred by Landlord to review a proposed assignment or subletting including reasonable attorneys' fees incurred by Landlord, and in addition, shall contemporaneously with the assignment, execute and deliver pay 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 each request for its consent, a processing fee 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$1,000.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease without the Without Landlord’s prior consent of Landlordwritten consent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed, Tenant shall not assign this Lease or sublease the 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 do any of the foregoing shall be void and of no effect. For purposes of this Paragraph 17, a transfer of the ownership interests controlling Tenant shall be deemed a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoingabove, provided that there is not then an Event of Default on Tenant may assign or sublet 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, dutiesPremises, or obligations under this Lease (i) any part thereof, to an any entity which controlscontrolling Tenant, is controlled by or Tenant, under common control with Tenant or to an entity whose principals hold an interest (the a “Affiliate PartiesTenant Affiliate”), (ii) to a Financing Party as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason without the prior written consent 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) provided, however, Tenant shall provide Landlord with reasonable evidence that the assignee fits within one of at least ten (i10) through (iv) above. For the avoidance of doubtdays written notice prior to assigning this Lease to, or entering into any sublease with, any collateral assignment Tenant Affiliate and the Tenant Affiliate must have a net worth (calculated in accordance with generally accepted accounting principles, consistently applied) greater than or equal to a Financing Party shall not require any such collateral assignee to assume the obligations that of Tenant as of the date of this Lease. Any Tenant Affiliate to whom this Lease is assigned in accordance with, and subject to, the terms of this Lease is referred to herein as a “Tenant Affiliate Assignee”. Tenant may only sublease the Premises pursuant to its status as lessee 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.

Assignment and Subletting. (aThe last 3 sentences of Section 22(b) Tenant shall not have of the right to assign any of its rights, duties or obligations under this Original Lease without are hereby deleted in their entirety and replaced with the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. following: “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 an assignment of its rights, duties, or obligations under this Lease (i) or a subletting of any portion of the Premises to an any entity which controlscontrolling, is controlled by or under common control with Tenant (a “Control Permitted Assignment”) shall not be required, provided that the “Affiliate Parties”)parties shall be required to execute a commercially reasonable form of acknowledgment in connection with any such Control Permitted Assignment. In addition, Tenant shall have the right to assign this Lease, upon 30 days’ prior written notice to Landlord (ii(x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant) but without obtaining Landlord’s prior written consent, to a Financing Party as collateral securitycorporation or other entity which is a successor-in-interest to Tenant, (iii) to any person by way of merger, consolidation or entity purchasing or otherwise succeeding by reason of a corporate reorganization, merger or consolidation to by the purchase of all or substantially all of the assets or the ownership interests of Tenant, 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: that (i) Tenant such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the entity to whom the assignment shall be madepurpose of transferring this Lease, 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 the net worth (as determined in accordance with reasonable evidence that generally accepted accounting principles (“GAAP”)) of the assignee fits within one is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of (iA) through the Commencement Date, or (ivB) above. For as of the avoidance date of doubtTenant’s most current quarterly or annual financial statements, any collateral assignment to a Financing Party and (iii) such assignee shall not require any such collateral assignee agree in writing to assume all of the obligations terms, covenants and conditions of Tenant under this Lease unless (a “Corporate Permitted Assignment”). Control Permitted Assignments and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenant, and at no expense Corporate Permitted Assignments are hereinafter referred 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 Landlordas “Permitted Assignments.””

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 Xxxxxxxx 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.

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 not be unreasonably withheldnull 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, conditioned an assignment will be deemed to have also occurred if the person(s) who owns or delayed. Notwithstanding the foregoing, provided that there is not then an Event has voting control of Default 51% or more of Tenant on the part Effective Date of this Hangar Lease ceases to own or have voting control of 51% or more of Tenant or an event with respect at any time during the term of the Hangar Lease. From time to which a notice of default has been given that remains uncuredtime as requested by Xxxxxxxx, then Tenant may, without Landlord’s consent but upon prior written notice shall provide to Landlord, in its sole discretion assign all a form acceptable to Landlord, a written certification as to the ownership of its rightsvoting securities or voting control of Subtenant. For the purposes hereof, duties"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 bound 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, Landlord, in addition to any other remedies provided herein or by 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 Xxxxxx’s obligations hereunder. Xxxxxxxx'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 (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 Landlordotherwise.

Assignment and Subletting. Except as otherwise herein provided, and except in accordance with the Financing Documents, the Condominium Documents and the Master Leases, Tenant shall not, without the prior written consent of Landlord in each instance, (a) Tenant shall not have the right assign, transfer, mortgage, pledge, hypothecate or encumber, or subject to assign or permit to exist upon or be subjected to any of its rightslien or charge, duties or obligations under this Lease without or any interest under it; (b) allow to exist or occur any transfer of or lien upon this Lease or Tenant’s interest herein by operation of law; (c) sublet the prior consent Premises or any part thereof; or (d) permit the use or occupancy of Landlordthe Premises or any part thereof for any purpose not provided for under Article 5 of this Lease or by anyone other than Tenant and Tenant’s employees. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, which consent and in no event shall not this Lease or any rights or privileges hereunder be unreasonably withheldan asset of Tenant under any bankruptcy, conditioned insolvency or delayedreorganization proceedings. Notwithstanding the foregoingforegoing Landlord hereby consents to the subleasing by Tenant of space in the commercial space (as opposed to the hotel) to various tenants selected by Tenant and to the resubleasing of the same space to other tenants upon termination of any of such subleases or successor subleases, provided in each case that there is not then an Event of Default on the part of Tenant or an event sublease complies 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 applicable requirements of the assets of Tenant, provided it includes the Improvements, including, without limitationFinancing Documents, the Solar Facility, or (iv) to a purchaser of the Improvements, including, without limitationSubleases, the Solar Facility. Prior to any assignment: (i) Tenant Master Leases, the Condominium Documents 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 LandlordHotel Management Agreement.

Assignment and Subletting. (a) Tenant shall not have assign the Lease, the right to assign any of its rights, duties or obligations occupancy under this Lease Lease, or any other interest therein (including, without limitation, a mortgage or pledge of Tenant’s interest in this Lease), or sublet the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Among other items Landlord may consider, in its reasonable judgment, Tenant’s right to assign this Lease or sublet the Premises shall be based on the transferee being a creditworthy tenant (and, for a subtenant of the entire Premises for the entire remaining Term, that such subtenant may exercise Tenant’s Renewal Option as provided in Section 48). A creditworthy tenant shall mean a tenant that has the financial ability to perform the Tenant’s obligations under this Lease, and with a net worth at least equal to the net worth of Tenant as of the date hereof. 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 Landlordconsent, assign this Lease or sublet the Premises, in its sole discretion assign all of its rightswhole or in part, 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 corporation or other legal entity purchasing that is an affiliate, subsidiary, parent or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets successor 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 Facilitycorporation or other legal entity into or with which Tenant may be merged or consolidated. 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 notify Landlord with reasonable evidence that the assignee fits within one of thirty (i30) through (iv) abovedays after any such transfer not requiring Landlord’s consent. 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) purpose of this Section 15(a)7, in form a “subsidiary,” “affiliate” or a “successor” of Tenant shall mean the following (for purposes of this Lease, any “parent,” “subsidiary,” “affiliate” and content satisfactory “successor” of Tenant shall be collectively referred to Landlord.as “Affiliated Company”):

Assignment and Subletting. (a) Except as otherwise provided for herein, Tenant shall not have sublet or license the right to Leased Premises or any part thereof nor assign any of its rights, duties or obligations under this Lease without without, in each case, the prior written consent of Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayed. Any merger, consolidation or liquidation of Tenant, any transfer of any percentage interest in Tenant, or any other transfer of this Lease by operation of law or otherwise shall constitute an assignment of this Lease. Any consent by Landlord to any assignment or subletting, or to the operation by a concessionaire or licensee, shall not constitute a waiver or the necessity for such consent to any subsequent assignment or subletting or operation by a concessionaire or licensee. No consent by Landlord shall operate to relieve Tenant from primary liability for the performance of Tenant’s obligations under this Lease. Notwithstanding anything to the foregoingcontrary contained herein, provided that there is not then an Event including the foregoing restrictions on assignment of Default on the part of Tenant or an event with respect to which a notice of default has been given that remains uncuredthis Lease, 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 this Lease or sublease or sublicense the Premises, or any portion thereof, to an (A) any parent, subsidiary or affiliate of Tenant, or (B) any person, firm, corporation or other entity which controls, who 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 purchaser of a reorganization, merger or consolidation to all or substantially all of the ownership interests or assets of Tenant or is the successor to substantially all the assets and business of Tenant by virtue of a merger or consolidation of, with or into 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 sublease or sublicense the assignee fits within one of (i) through (iv) above. For Premises or any part thereof to, or permit the avoidance of doubt, Premises or any collateral assignment part thereof 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)be occupied by, in form whole or in part, the Practice and content satisfactory to LandlordLaboratory (each, a “Permitted Occupant”).

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.

Assignment and Subletting. (a) Tenant Lessee shall not have assign this lease or any interest heroin, or underlet the right to assign Premises or any of its rightspart thereof, duties or obligations under this Lease without the prior written consent of Landlordthe Lessors, except to an affiliate or affiliates of MONTEREY FARMING CORPORATION (i.e., a partnership in which MONTEREY FARMING CORPORATION is a general partner, or a joint venture in which MONTEREY FARMING CORPORATION is a joint venturer), and neither this lease, nor any interest herein of the Lessee, shall be assignable in proceedings by or against the Lessee in bankruptcy or in insolvency, or in any other manner by operation of law; provided, that such consent shall not be unreasonably withheld; provided further, conditioned that Lessors' consent shall not be required in connection with the transfer of this lease to a lender who has financed improvements to the Premises under the provisions of Paragraph 19 or delayedParagraph 20 of the lease agreement and who holds a security interest in the leasehold estate of the Lessee, in a foreclosure or other like proceedings instituted by the lender under the terms of any such security instrument, or by an assignment or other conveyance given in lieu of foreclosure. Notwithstanding No assignment under the foregoingprovisions of this paragraph shall be effective, provided that there is not then an Event of Default on however, until the part of Tenant or an event with respect to which a assignee has given written notice of default has been given that remains uncuredsuch assignment to the Lessors, then Tenant maystating the name and address of the assignee and the date of transfer, without Landlord’s consent but upon prior accompanied by a copy of the assignment and the written notice agreement of the assignee expressly assuming and agreeing 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 keep and perform all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser obligations 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 Lessee under this Lease unless and until a foreclosure on the collateral assignmentlease. Landlord agrees that upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written consent for any All of the assignments listed terms, provisions and conditions of the lease agreement executed by the parties simultaneously with this memorandum agreement are incorporated in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordmade a part hereof by reference.

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 as to any portion of the assignee fits within one Leased Premises which, in the Landlord's sole judgement, is a proper and rational division of (i) through (iv) above. For the avoidance Leased Premises, subject to the Landlord's right of doubt, any collateral assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant termination arising under this Lease unless 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 until a foreclosure others engaged in carrying on the collateral assignment. Landlord agrees that upon business of the written request of Tenant, and at no expense whether pursuant to Landlordassignment, Landlord shall sign a separate written consent for subletting, license or other right, or where any of the assignments listed in subsections (i) through (iv) foregoing occurs by operation of this Section 15(a), in form and content satisfactory to Landlordlaw.

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 Landlord, Lessor (which consent shall not be unreasonably withheld, conditioned delayed or delayed. Notwithstanding conditioned); provided, however, that this Agreement may be sold, assigned or transferred by the foregoingLessee without any approval or consent of the Lessor to the Lessee's principal, 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 uncuredaffiliates, then Tenant may, without Landlord’s consent but upon prior written notice to Landlord, in its sole discretion assign all subsidiaries of its rights, duties, principal or obligations under this Lease (i) to an any 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 acquires all or substantially all of Lessee's assets in the assets market defined by the Federal Communications Commission in which the Premises is located by reason of Tenanta merger, acquisition or other business reorganization. No change of stock ownership, partnership interest or control of Lessee or transfer upon partnership or corporate dissolution of Lessee shall constitute an assignment hereunder. Upon assignment and written notice being presented to the Lessor, Lessee shall be relieved of all future performance, liabilities, and obligations under this Agreement, provided it includes that the Improvementsassignee assumes all of Lessee’s obligations herein. Lessor may assign this Agreement, includingwhich assignment may be evidenced by written notice to Lessee within a reasonable period of time thereafter, 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 Premises 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 limitationconsent by the Lessor its interest in this Agreement to any financing entity, the Solar Facilityor agent on behalf of any financing entity to whom Lessee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iviii) has obligations under or with respect to a purchaser letters of the Improvementscredit, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant bankers acceptances and the entity to whom the assignment similar facilities or in respect of guaranties thereof; provided 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.

Assignment and Subletting. Tenant shall not, except as otherwise expressly provided in this Section 8, (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 (unless (i) Guarantor continues, following such transfer of a controlling interest, merger or dissolution, to guaranty the obligations of the Tenant under the Lease pursuant to the Guaranty and acknowledges the same in writing in form acceptable to Landlord and (ii) Landlord determines that the creditworthiness of Guarantor as of the date of such transfer, merger or dissolution is equal to or better than the creditworthiness of Guarantor as of the date 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 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 advises Landlord, in its sole discretion assign writing, in advance, and otherwise complies with the succeeding provisions of this SECTION 8. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written 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 Landlord 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 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, 100% 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 the total Rent required to be paid, from time to time, under this Lease (i) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”)Lease, (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 (iiy) Tenant shall provide pay 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 which amounts shall be deemed 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 component of the assignments listed in subsections Additional Rent) fifty percent (i) through (iv50%) of this Section 15(a), in form such excess as received from any subtenant leasing 5,000 or more square feet under its sublease and content satisfactory to Landlord(z) Tenant shall retain one hundred percent (100%) of such excess as received from any subtenant leasing less than 5,000 square feet under its sublease.

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 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 is not to be unreasonably withheld, conditioned withheld or delayed, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Notwithstanding Any of the foregoingforegoing acts without such consent shall be void and shall, provided that there is not then an Event at the option of Default on Landlord, terminate this Lease. Subject to subparagraph 13(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the part interest of Tenant by operation of law or an event with respect to which a notice by merger, consolidation or asset sale, without the written consent of default has been given that remains uncured, then Landlord. Tenant maymay assign the subject lease or may sublet the premises or any part thereof, without Landlord’s 's consent but upon prior written notice after notice, to Landlordany subsidiary, in its sole discretion assign all of its rightsparent, dutiesaffiliate or controlled corporation which is owed at least 50% by Tenant, or obligations under this Lease (i) to an entity any corporation to which controls, is controlled by Tenant may be converted or under common control with which it may merge with Tenant (the “Affiliate Parties”)as survivor, (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 who acquires substantially all of Tenant's stock or assets provided that as to asset acquisitions, (A) the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser financial condition of the Improvementsproposed assignee or sublessee is at least equal to the financial condition of the Tenant as of the date of this Lease, includingas determined by Landlord in its reasonable judgement, without limitation, and (B) the Solar Facility. Prior to any assignment: (i) Tenant prospective assignee and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord Tenant enter into an original executed Assignment and Assumption Agreement with Landlord in form and content substance satisfactory to Landlord; Landlord and (ii) its legal counsel, providing, INTER ALIA, that the Tenant shall provide remain bound to Landlord with reasonable evidence that under the assignee fits within one of (i) through (iv) aboveLease. For the avoidance of doubtany other 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 and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenantit will not unreasonably withhold, 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 Landlordcondition or delay its consent.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease Not without the prior written consent of Landlord, which except as expressly provided herein, to assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law; as Additional Rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting (but only if such consent is required hereunder); no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Unless consent is not required pursuant to any other provisions of this Section 6.2.1, Landlord's consent to any proposed assignment or subletting is required. Landlord's consent to any proposed assignment or subletting by Tenant shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, withheld provided that there Tenant is not then an Event of Default on in default under this Lease (beyond applicable notice and cure periods). Subject to the part of limitation set forth herein, Tenant or an event with respect shall have the right, subject to which a notice of default has been given that remains uncured, then Tenant maythe terms and conditions hereinafter set forth, without Landlord’s the consent but upon prior written notice to of Landlord, to assign Tenant's interest in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an any corporation or other entity which controls, is controlled a successor to Tenant either 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.or

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rightswill not, duties or obligations under this Lease without the prior written consent of Landlord: (i) transfer, which pledge, mortgage or collaterally assign this Lease or any interest hereunder; (ii) permit any assignment of this Lease by voluntary act, operation of law or otherwise; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than Tenant or its employees. Landlord may withhold its consent shall not be unreasonably withheld, conditioned or delayedto any such action in Landlord’s sole and absolute discretion. Notwithstanding the foregoing, provided that there is not then an Event the Tenant shall have the absolute right without the consent 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, (“Permitted Transfers”) at any time during the Term hereof to sublet, assign or otherwise transfer its interest in its sole discretion assign all this Agreement to any of its rightsthe following (collectively, duties, or obligations under this Lease the “Permitted Transferees”) (i) to an entity which controlsany parent or subsidiary of the Tenant, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to any corporation into or with which the Tenant may be merged or consolidated or to any entity which acquires a Financing Party as collateral securitymajority of the Tenant’s assets, or (iii) to any person corporation which shall be an affiliate, subsidiary, parent or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all successor of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser partnership, the majority interest in which shall be owned by stockholders of the ImprovementsTenant or of any such corporation, including, without limitationbut the Tenant shall notify Landlord of such sublease or assignment within a term of thirty (30) days as of the date of such sublease or assignment and justify the condition of Permitted Transferee. As used herein, the Solar Facilityexpression “affiliate corporation or entity,” means a person or business entity, corporate or otherwise, that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Tenant. Prior The word “control” means the right and power, direct or indirect, to any assignment: (i) Tenant direct or cause the direction of the management and the entity to whom the assignment policies of a person or business entity, corporate or otherwise, through ownership or voting securities, by contract or otherwise. Nothing shall be made, shall contemporaneously with deemed to prohibit or require Landlord’s consent 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 public or private trading 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) Tenant’s stock, a private stock offering, the Tenant going from a privately held corporation to a publicly traded corporation, the Tenant going from a publicly traded corporation to a privately held corporation, any subsequent public offering of this Section 15(a)the Tenant’s stock, in form and content satisfactory or any transfers of any of stock related to Landlordthe foregoing. No fee increase will be applicable to any transfer, assignment or sublease.

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, Landlord in each instance (which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding ) (i) assign or otherwise transfer, mortgage or otherwise encumber this Lease or any of its rights hereunder: (ii) sublet the foregoingPremises or any part thereof, provided that there is not then an Event or permit the occupancy or use of Default on the Premises or any part thereof by any persons other than Tenant; or (iii) permit the assignment or other transfer of this Lease or any part of Tenant’s rights hereunder by operation of law (provided, however, Tenant may transfer or an event with respect assign this Lease to which a notice parent, subsidiary or affiliate company, or to the surviving entity in any merger, consolidation, or acquisition involving Tenant without the requirement of default has been given that remains uncured, then Tenant may, without obtaining Landlord’s consent but upon prior provided that Tenant shall give written notice thereof to Landlord, in its sole discretion assign all including reasonable substantiation of its rightsthe status of such transferee within one of the foregoing described groups, duties, and no such transfer or obligations assignment shall terminate or otherwise affect the continuing liability under this Lease (i) to an entity which controlsof the originally named Tenant or any prior transferee). Any attempted or purported transfer, is controlled by assignment, mortgaging or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) to encumbering of this Lease or any person of Tenant’s interest hereunder and any attempted or entity purchasing purported subletting or otherwise succeeding by reason grant of a reorganization, merger right to use or consolidation to occupy all or substantially all a portion of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser Premises in violation of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment foregoing sentence shall be made, shall contemporaneously with the assignment, execute null and deliver to Landlord an original executed Assignment void 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 confer 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 rights upon the written request of Tenantany purported transferee, and at no expense to Landlordassignee, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a)mortgagee, in form and content satisfactory to Landlordsublessee or occupant.

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, Tenant shall remain primarily liable to Landlord under this Lease, it being understood and agreed that nothing contained in form this Section 13 (and content satisfactory no Landlord consent in the future) shall be construed to Landlordrelease Tenant from its obligations under this Lease.

Assignment and Subletting. (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, which Landlord may not unreasonably withhold, condition or delay, voluntarily or involuntarily assign or hypothecate this Lease or any interest herein or sublet the Premises. Any of the foregoing acts without such consent shall not be unreasonably withheldvoid but shall, conditioned or delayed. Notwithstanding at the foregoingoption of Landlord in its sole discretion, provided that there is not then constitute an Event of Default on giving rise to Landlord's right, among other things, to terminate this Lease. Without limiting the part foregoing, this Lease shall not be assigned or encumbered by operation of law without the prior written consent of Landlord which may be withheld at Landlord's reasonable discretion. Notwithstanding the foregoing to the contrary, the provisions of this Section 19 shall be subject to the provisions of Section 22 hereof, and Tenant or an event with respect to which a notice of default has been given that remains uncured, then Tenant may, 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 (sublet the “Affiliate Parties”), (ii) Premises or any portion thereof to a Financing Party Successor (as collateral security, (iiisuch term is defined below) 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, or a direct or indirect, wholly-owned subsidiary of Tenant (including a Successor of Tenant) (each, a "SUBSIDIARY"), provided it includes the Improvements, including, without limitation, the Solar Facility, that such Successor 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 Subsidiary fully assumes the obligations of Tenant under this Lease unless Lease, no such assignment or sublease shall relieve Tenant of its obligations hereunder or be valid (and no such Successor shall take possession of the Premises) until a foreclosure on the collateral assignment. Landlord agrees that upon the written request an executed counterpart of Tenant, and at no expense such assignment or sublease has been delivered to Landlord, Landlord and each such sublease shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) of be expressly subordinate to this Section 15(a), in form and content satisfactory to LandlordLease.

Assignment and Subletting. (a) Tenant Provided no Default or Event of Default shall have occurred and be continuing, with prior written notice to Lessor and the Agent, Lessee may, provided such use of the Property or the applicable portion thereof is limited to the Permitted Use, sublet all or any portion of the Property to (i) an Affiliate or (ii) Invitrogen (the "Invitrogen Sublease"), provided that the term of the Invitrogen Sublease shall not have the right to extend beyond April 30, 2002, or assign any of its rights, duties or obligations under this Lease without to an Affiliate. Provided no Default or Event of Default or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing, with the prior written consent of Landlord, Lessor and the Agent (which consent shall not be unreasonably withheld), conditioned Lessee may sublet all or delayedany part of the Property to any Person which is not an Affiliate, or assign this Lease to any Person which is not an Affiliate, provided in each instance such Person shall use the Property solely for the Permitted Use. Notwithstanding the foregoing, provided it shall not be unreasonable for Lessor to withhold its consent, or to condition its consent, if the Agent or Issuer withholds its consent to any assignment or subletting, or requires that there is not then an Event of Default on the part of Tenant certain conditions or an event with respect to which a requirements be satisfied or observed. Lessee shall give Lessor at least thirty (30) days' advance written notice of default has been given that remains uncuredits intention to enter into any transaction governed by this Paragraph 15, then Tenant maytogether with such information as Lessor and/or the Agent may reasonably request concerning the business and financial background of the proposed sublessee or assignee. Within ten (10) days after the execution and delivery of any assignment or sublease permitted pursuant to this Paragraph 15, without Landlord’s consent but upon prior written Lessee shall deliver a conformed copy thereof to Lessxx xxx xxx Xxxxx, xxd within ten (10) days after the execution and delivery of any permitted sublease, Lessee shall give 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 (Lessor and 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 Agent of the assets of Tenantexistence and term thereof, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser and of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant name 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 address of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlordsublessee thereunder.

Assignment and Subletting. Except as otherwise expressly provided to the contrary below in this Xxxxxxxxx 00, Xxxxxx may not assign this Lease, voluntarily or involuntarily, whether by operation of law or otherwise (aincluding through merger or consolidation) to any Person without the prior written consent of Landlord, which consent (except as otherwise provided below) may be granted or withheld by Landlord in its sole and absolute discretion or in accordance with the provisions of Paragraphs 21(b) below, as applicable, and subject, in each case, to the provisions of Paragraphs 21(j) and 21(k) below. Any purported sublease or assignment in violation of this Paragraph 21 (including an Affiliate transaction in violation of the provisions below) shall be null and void. In addition, notwithstanding anything to the contrary contained in this Paragraph 21, Tenant shall not have the right to assign this Lease (voluntarily or involuntarily, whether by operation of law or otherwise), or sublet any of the Leased Premises to any Person at any time that an Event of Default exists. If Tenant desires to assign this Lease, whether by operation of law or otherwise, to any Person other than an assignment to a Preapproved Assignee, then Tenant shall, not less than prior to the date on which it desires to make such assignment, submit to Landlord information regarding the following with respect to the proposed assignee (collectively, the “Review Criteria”): (i) current and pending license credentials held by such Person for the Permitted Uses; (ii) credit (including delivery of satisfactory financials, and taking into account tangible net worth, payment history and net operating income, etc.); (iii) capital structure; (iv) management; (v) operating history; and (vi) any proposed material changes to the use and operation of the Leased Premises, Landlord shall review such information and shall approve or disapprove the proposed assignee no later than the following receipt of all such information, and Landlord shall be deemed to have acted reasonably in granting or withholding consent if such grant or disapproval is based on its rightsreview of the Review Criteria applying its prudent business judgment. If a response is not received by Tenant by the expiration of such period, duties such proposed assignee shall be deemed approved. As used herein, a “Preapproved Assignee” shall mean any Person that is (x) an Affiliate or obligations under this Lease without Subsidiary of the then existing Tenant or Guarantor, but only so long as such Person remains an Affiliate or Subsidiary of the then existing Tenant or Guarantor and (y) a Licensed Operator. Tenant shall not have the right to enter into any sublease, occupancy agreement, concession, or other operating agreement for all or any portion of the Leased Premises to any Person that is not a Licensed Operator. Tenant may, upon prior written notice to Landlord, enter into one or more subleases with a Licensed Operator that is an Affiliate or Subsidiary of Tenant (but only so long as such Person remains a Licensed Operator and an Affiliate or Subsidiary), with no consent or approval of Landlord being required or necessary (each, a “Preapproved Sublet”). Other than pursuant to Preapproved Sublets, no subleases, occupancy agreements, concessions, or other operating agreements, shall be permitted at the Leased Premises unless same is with a Person that is a Licensed Operator (and only so long as such Person remains a Licensed Operator) and Tenant obtains the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Notwithstanding the foregoing, provided that there Landlord shall be deemed to have acted reasonably in granting or withholding consent if such grant or disapproval is not then an Event of Default based on the part application 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) aboveprudent business judgment. For the avoidance of doubt, Landlord acknowledges that Tenant intends to sublease the Improvements (either in whole or in part) contemporaneously with the effectiveness of this Lease or within a year thereafter to one or more Subsidiary Subtenants (the “Subsidiary Sublease”),which sublease shall be deemed approved by Landlord but only so long as (i) Subtenant is a Licensed Operator and Subsidiary of Tenant first-named herein, (ii) the lessee under every Subsidiary Sublease agrees to attorn to and recognize the Landlord hereunder as its direct lessor under the Subsidiary Sublease in the event of any collateral assignment termination of this Lease (which attornment and recognition shall be self- operative without the need for any further document or instrument executed by any of such subtenants; provided that, upon the request of Landlord, Subtenant shall enter into an attornment agreement acceptable to Landlord and consistent with the provisions of this Paragraph 21(c), in recordable form (provided, however, that neither Subtenant nor any other occupant that is an Affiliate or Subsidiary of Tenant shall be entitled to an SNDA from Landlord or Lender), and (iii) such Subsidiary Sublease shall (collectively, if more than one) provide for (A) a fixed annual sub- rent and additional rent at least equal to the Basic Rent and Additional Rent due under this Lease and (B) all of the non-Monetary Obligations of the Tenant under this Lease to be performed or observed by Tenant hereunder shall be the joint and several obligations of each Subtenant (or other lessee, if applicable) to perform or observe under the applicable Subsidiary Sublease(s). If Tenant assigns all its rights and interest under this Lease (including to a Financing Party Preapproved Assignee), the assignee under such assignment shall not require any such collateral assignee to expressly assume all the obligations of Tenant hereunder, actual or contingent, including 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. Each sublease of any of the Leased Premises (A) shall be expressly subject and subordinate to this Lease; (B) not extend beyond the then current Term minus one day; (C) 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 Paragraph 4(a), 10 and 12 with respect to subleased premises to the same extent as if the sublessee were the Tenant. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations of Tenant shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. No assignment or sublease shall impose any additional obligations on Landlord under this Lease. Notwithstanding anything to the contrary contained herein, if the use of the Leased Premises for the Permitted Uses becomes impracticable or unlawful as a result of a Confiscation or Imposed Cessation (as such capitalized terms are defined in Paragraph 8 hereof) or due to imminent threat of prosecution under federal law, then the Permitted Uses hereunder shall be deemed expanded to include any lawful use, except as expressly prohibited in Paragraph 5(c) hereof, but any proposed assignment or sublease by Xxxxxx under such circumstances shall nevertheless be subject to the provisions and limitations of Paragraph 4(a) and the prior consent of Landlord as provided in Paragraph 21(b) and 21(c) above. Notwithstanding any provision in this Paragraph 21 or elsewhere in this Lease to the contrary, including any right or option Tenant may have to assign or sublease all or any portion of the Leased Premises without Landlord’s consent, Tenant shall, upon the request of Landlord, provide and cause any assignee or sublessee to provide such information (including, without limitation, any certification) as to any proposed assignee or sublessee and its principals as may be required for Landlord and Tenant to comply with regulations administered by the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury, codified at 31 C.F.R. Part 500 (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action regarding persons or entities with whom U.S. persons or entities are restricted from doing business (including persons or entities who have violated the U.S. Foreign Corrupt Practices Act 15 U.S.C. §§78dd-1, 78dd-2 and 78dd-3). Tenant shall, within 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. With respect to an assignment to any Preapproved Assignee and/or any Preapproved Sublet, at least prior to the effective date of such assignment or sublease Tenant shall notify Landlord of the proposed assignment or sublet and provide to Landlord information reasonably required by Landlord to establish that the Person involved in any such proposed assignment or sublet satisfies the criteria set forth in this Lease for a Preapproved Assignee or Preapproved Sublet, as applicable. As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases now in existence or hereafter entered into for any or all of the Leased Premises, any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Landlord hereby grants to Tenant a license to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises; provided, however, that 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 retain the same. Any amounts collected shall be applied to Rent payments next due and owing. If Landlord’s consent was required with respect to any sublease, then Tenant shall not consent to, cause or allow any modification or alteration of any of the terms, conditions or covenants of any such sublease or the termination thereof, without the prior written approval of Landlord which consent shall not be unreasonably withheld, delayed or conditioned, nor shall Tenant accept any rents more than in advance of the accrual thereof. Tenant shall not have the right to mortgage, pledge or otherwise encumber its interest under this Lease unless and until a foreclosure on or any sublease of the collateral assignment. Landlord agrees that upon the written request of TenantLeased Premises, and at no expense to Landlordany such mortgage, Landlord shall sign a separate written consent for any of the assignments listed pledge or encumbrance made in subsections (i) through (iv) violation of this Section 15(a), in form Paragraph 21 shall be void and content satisfactory to Landlordof no force and effect.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under LESSEE covenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest therein will be assigned, mortgaged, pledged, encumbered or otherwise transferred, and that neither the Leased Premises, nor any part thereof, will be encumbered in any manner by reason or by act or omission of LESSEE, or used or occupied, or permitted to be used or occupied, by anyone other than LESSEE, its servants, agents and employees, or for any use or purpose other than as above stated, or be sublet, or offered or advertised for sub-letting, without the in each case LESSOR’S prior consent of Landlordwritten consent, 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 LandlordLESSOR’s consent but upon prior written notice to Landlord, in its sole discretion assign all of its rights, duties, consent shall not be required for any assignment or obligations under this Lease (i) sublet to an entity which controlsowns or controls LESSEE, or is owned or controlled by LESSEE, or is under common ownership or control with Tenant LESSEE, or any entity succeeding to LESSEE as a direct result of a merger or consolidation or asset or stock transfer (“Permitted Transfer”). Additionally, LESSEE may enter into an office sharing agreement for portions of the Leased Premises with Alnara Pharmaceuticals, Inc., during the first and second Lease Years hereunder (the “Affiliate PartiesPermitted Office Share”), (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 Such Permitted Office Share shall be made, shall contemporaneously with the assignment, execute on terms and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content conditions satisfactory to LandlordLESSEE and will not require LESSOR’s consent; shall not be subject to the Rent Xxxx Up (as defined below) due to the LESSOR; 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 assignmenttrigger LESSOR’s recapture rights (as set forth below). Landlord agrees that The grounds upon the written request of Tenant, and at no expense to Landlord, Landlord shall sign a separate written which LESSOR may reasonably withhold its consent for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord.are as follows:

Assignment and Subletting. (a) Section 17.1 Tenant shall not have assign or sublet the right to assign Premises or any part ------------ thereof, or otherwise transfer or encumber the Premises or any interest of its rights, duties Tenant therein or obligations under this Lease Lease, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned 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, Any provision in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to the contrary notwithstanding, Landlord's consent shall not be required for an assignment or sublease to any person or entity which who controls, is controlled by or is under common control with Tenant, or which merges with Tenant, results from a consolidation of Tenant (the “Affiliate Parties”)and another entity or entities, (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 purchases substantially all of the assets of TenantTenant as a going concern ("Tenant Affiliate"), provided it includes the Improvementsthat, including, without limitation, the Solar Facility, or (iv) with respect to an assignment of this Lease to a purchaser of the ImprovementsTenant Affiliate, includingbefore such assignment shall be effective, without limitation, the Solar Facility. Prior to any assignment: (i) said Tenant and the entity to whom the assignment Affiliate shall be madeassume, shall contemporaneously in full together with the assignmentTenant, 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 thereafter accruing under this Lease unless Lease, (ii) Landlord shall be given not less than thirty (30) days prior written notice of such assignment and until a foreclosure on assumption, (iii) the collateral assignment. Landlord agrees that upon use of the written request of TenantPremises by the Tenant Affiliate shall be as set forth in Section 6.1, and at no expense to Landlord, Landlord shall sign a separate written consent for any of the assignments listed in subsections (i) through (iv) Tenant remains fully obligated on this Lease for the entire Lease Term. For purposes of this Section 15(a)paragraph, in form and content satisfactory to Landlord.the term "

Assignment and Subletting. (a) 19.1 Except as provided below, Tenant shall not have the right to assign enter into nor permit any Transfer, whether voluntarily or involuntarily or by operation of its rightslaw, duties or obligations under this Lease without the Landlord’s prior consent of Landlordwritten approval, which consent approval shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if Tenant is in default under this Lease beyond all applicable notice and cure periods. 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, shall not be required 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 event of (i) through (iv) above. For the avoidance of doubtany Transfer by Tenant to an Affiliate, any collateral assignment to a Financing Party shall not require provided that 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 Affiliate not referenced in subsections subsection (i) through of the definition of “Affiliate” set forth in Exhibit A, has a tangible net worth at least equal to $50,000,000.00 as of the date of the Transfer as evidenced by current financial statements of such Affiliate certified by an officer of such Affiliate, or (ivii) any sublease of a portion of the Premises consisting of 10,000 rentable square feet or less (each, a “Permitted Transfer”); provided that the next 4 sentences of this Section 15(a19 shall not apply to any such Permitted Transfer except Tenant shall give Landlord written notice of such Permitted Transfer within 15 days after the effective date of any such Permitted Transfer and a copy of the Permitted Transfer document(s). If Tenant desires to undertake a Transfer other than a Permitted Transfer, then Tenant shall give Landlord (a) prior to the anticipated effective date of the Transfer, prior written notice thereof, current financial statements of the proposed transferee certified by an officer of the transferee, complete copies of the proposed Transfer documents and any other information Landlord reasonably requests, and (b) on or before the effective date of the Transfer, an assumption agreement or a sublease, as applicable, in form reasonably acceptable to Landlord (executed by Tenant and content satisfactory the transferee), together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant hereunder. Landlord shall respond to any written request by Tenant for consent to a Transfer within 20 days after the date of Landlord’s receipt of Tenant’s written request for such consent (which written request shall advise Landlord in bold capital letters that Landlord’s consent to the Transfer will be deemed granted if Landlord fails to respond to Tenant’s written request for such consent within such 20 day period), along with all information and documentation required to be provided to Landlord hereunder. If Landlord fails to respond to Tenant’s written request for such consent within such 20 day time period, then Landlord’s consent to the Transfer will be deemed granted. Whether or not a Transfer is consummated or approval is granted, Tenant shall pay Landlord’s reasonable attorneys’ and financial consultant’s fees incurred in the review of such Transfer, not to exceed $2,000.00 with respect to each Transfer. Landlord shall provide a non-disturbance and recognition agreement in commercially reasonable form for any subtenant with a tangible net worth at least equal to $50,000,000.00 as of the date of the Transfer as evidenced by current financial statements of such subtenant certified by an officer of such subtenant. This Lease may not be assigned by operation of law except as provided herein. 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 of any provision of this Lease or to be a consent to any Transfer. Any Transfer not in conformity with this Section 19 shall be void at the option of Landlord. Tenant shall not collaterally mortgage, pledge, hypothecate or otherwise similarly encumber this Lease or any of Tenant’s rights hereunder.

Assignment and Subletting. Tenant shall not, without the ------------------------- prior written consent of Landlord in each instance, (a) assign, transfer, 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; (b) allow to exist or occur any transfer of or lien upon this Lease or Tenant's interest herein by operation of law; (c) sublet the Premises or any part thereof, except as expressly permitted in Section 16.9; (d) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 3.1 hereof or by anyone other than Tenant, Tenant's employees, and Tenant's customers; or (e) cause, suffer or permit to occur any "Change of Control" (as such term is defined in Section 16.8 hereof). Notwithstanding anything contained in this Lease to the contrary, 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 formed for the sole purpose of effectuating a reincorporation of Tenant into a Delaware corporation (the “Affiliate Parties”"Reincorporated Entity"), (ii) to a Financing Party so long 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 the identity of the assets owners of 100% of the corporate shares of the Reincorporated Entity are, at the time of the reincorporation, the same as the shareholders of Tenant. Landlord has the absolute right to withhold its consent without giving any reason whatsoever, except as herein expressly provided it includes to the Improvementscontrary. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, including, without limitation, the Solar Facility, and in no event shall this Lease 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 rights or privileges hereunder 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 asset of Tenant under this Lease unless and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenantany bankruptcy, 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 Landlordinsolvency or reorganization proceedings.

Assignment and Subletting. Section 15.01 Except as otherwise expressly provided herein, Lessee shall not mortgage, pledge, encumber or otherwise hypothecate this Lease or the Demised Premises or any part thereof in any manner whatsoever, and any attempt to do so shall be void and a material breach of this Lease. Except as otherwise expressly provided herein, Lessee shall not, whether voluntarily, involuntarily, by operation of law or otherwise: (a) Tenant shall not have the right to assign any of its rights, duties or obligations under otherwise transfer this Lease or offer or advertise to do so or (b) sublet any part of the Demised Premises, or offer or advertise to do so without obtaining the prior written consent of Landlordthe Lessor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Any attempt by Lessee to assign or transfer this Lease (or its Term and estate) or offer or advertise to do so or sublet any part of the Demised Premises, or offer or advertise to do so, without strictly complying with the requirements of this Article shall be void and a material breach of this Lease. Use or occupancy of the Demised Premises by a licensee, concessionaire, or any person other than Lessee is a sublease subject to this Article. 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 Lessee shall (i) have the right to an assign this Lease or sublet all or any portion of the premises without Lessor’s consent (but after written notice) to any entity which controlsdirectly or indirectly controlling, is controlled by by, or under common control with Tenant Lessee as of the date on which such assignment or subletting is being made (the any such entity being a “Affiliate Parties”), (ii) to Related Party” and any such assignment or subletting being a Financing “Related Party Assignment,” which shall include without limitation an assignment of Lessee’s interest under this Lease by operations of law or as collateral security, (iii) to any person or entity purchasing or otherwise succeeding by reason a consequence of a reorganizationmerger of Lessee into or with a Related Party, merger a change of control of or consolidation to all change of ownership of Lessee provided a Related Party thereafter controls Lessee, or a sale of substantially all of the Lessee’s 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: (iRelated Party) 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 sublet 10,000 square feet or less, in the aggregate, of any part of the Demised Premises to any entity or person, provided that such subtenant shall provide Landlord not engage in any Environmental Activity in or about the subleased premises (except that said subtenant may use cleaners and lubricant products provided they are used in accordance with reasonable evidence that Legal Requirements). Lessee shall give Lessor written notice of such sublease along with a copy of the assignee fits within one executed sublease agreement at least ten (10) days prior to the effective date of (i) through (iv) abovethe sublease. 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 purposes of the assignments listed in subsections definition of “Related Party,” the term “control” (i) through (iv) including the correlative meanings of this Section 15(athe terms “controlled by” and “under common control with”), in form and content satisfactory means the possession, directly or indirectly, of the power to Landlorddirect or cause the direction of the management policies of an entity, whether through the ownership of voting securities, or by contract or otherwise.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rightsassign, duties transfer, pledge or obligations under encumber this Lease or sublease the Premises or any part thereof (each a “Transfer”) in any manner without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing; provided, provided that there however, so long as Tenant is not then an Event of Default on the part of Tenant or an event with respect to which a notice of in default has been given that remains uncuredhereunder, then Tenant maysuch consent shall not be required for any Transfer, 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 controlscontrolled by, is controlled by controlling or under common control with Tenant (the “Affiliate Parties”)Tenant, (ii) to a Financing Party as collateral security, an entity into which Tenant is merged or consolidated or (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, provided the then-remaining business and assets of Landlord acquired by Tenant pursuant to the transactions contemplated under the Purchase Agreement; it includes the Improvements, including, without limitation, the Solar Facility, or (iv) being agreed that any such Transfer pursuant to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: clause (i) above shall not relieve Tenant of its obligations and the entity to whom the assignment liabilities under this Lease and Tenant shall be maderemain responsible for all of its obligations hereunder as if such Transfer had not occurred. In connection with any permitted Transfer hereunder, Tenant shall contemporaneously with the assignment, execute and deliver to Landlord an original a fully executed Assignment copy of such assignment or sublease, the assumption of this Lease by the assignee or acceptance of the sublease by the sublessee, and Assumption Agreement in form such other information regarding the assignment or sublease as Landlord may reasonably request and content satisfactory to Landlord; and (ii) Tenant shall provide pay all costs reasonably incurred by Landlord in connection with such Transfer, including without limitation 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 Landlordattorneys’ fees.

Assignment and Subletting. (a) Subject to Permitted Transfers, described below, Tenant shall not have assign, sublet, mortgage, hypothecate, pledge or encumber this Lease, the right to assign Premises, or any of its rightsinterest in the whole or in any portion thereof, duties directly or obligations under this Lease indirectly (each, a “Transfer”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding In the foregoingevent of any Transfer, 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 uncuredshall, 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 (remain primarily liable for the “Affiliate Parties”)performance of all terms of this Lease, (ii) pay all reasonable costs incurred by Landlord in connection with such Transfer, including without limitation, attorneys fees and an administration and processing fee equal to a Financing Party as collateral securityTwo Thousand Five Hundred Dollars ($2,500.00), and (iii) pay to Landlord the Transfer Premium, as defined below. Landlord’s consent to one Transfer will not waive the requirement of its consent to any person subsequent assignment or entity purchasing or otherwise succeeding sublease as required herein. Any attempted Transfer by reason Tenant in violation of the terms and conditions of this Section 22 shall be null and void. Upon notice to Landlord of a reorganization, merger proposed sublease or consolidation to assignment of all or substantially all any portion of the assets of Tenant, provided it includes Premises (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“Proposed Space”), Landlord shall sign a separate written consent for any have the option, within fifteen (15) days after its receipt of such notice, to terminate this Lease with respect to the assignments listed in subsections (i) through (iv) of this Section 15(a)Proposed Space, in form and content satisfactory whereupon the parties hereto shall have no further rights or liabilities with respect to Landlord.the Proposed Space except as otherwise expressly set forth herein. “

Assignment and Subletting. (a) Tenant Except as expressly provided in ------------------------- this Article 17, Subtenant shall not have not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest herein, or sublet the right to assign Subleased Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of its rightsall or any portion of the Subleased Premises by any person, duties or obligations under this Lease without the prior consent of Landlord(i) Sublessor, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding the foregoing, provided that there delayed if such proposed assignment or subletting 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 accordance with the assignmentterms of Subsections 17(b) through (g) hereof or, execute and deliver to Landlord an original executed Assignment and Assumption Agreement if not in form and content satisfactory to Landlord; accordance with such provisions, may be withheld for any reason whatsoever, and (ii) Tenant Overlandlord, as set forth more fully in Article 22 of the Xxxxxxxxx. Subtenant shall provide Landlord with reasonable evidence that the assignee fits within one of pay, upon demand, (i) through any cost, expense or fee of Overlandlord which is required to be paid in connection with any assignment, subleasing or occupancy pursuant to this Section 17, and (ivii) aboveany cost or expense of Sublessor which is incurred by Sublessor in connection with any request for consent to any assignment, subletting or occupancy pursuant to this Section 17. For purposes of this provision, unless Subtenant shall be a "public corporation," the avoidance sale or transfer of doubtfifty percent (50%) of the stock of Subtenant, any collateral whether in a single transfer or in transfers of lesser amounts which, when aggregated together, equal fifty percent (50%), shall be deemed an assignment to a Financing Party shall not require any such collateral assignee to assume the obligations of Tenant Subtenant's interest 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 LandlordSublease.

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, which consent shall not be unreasonably withheldwithheld (i) assign or in any manner transfer this lease or any estate or interest therein, conditioned or delayed(ii) permit any assignment of this lease or any estate or interest therein by operation of law, or (iii) sublet the Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the Premises or (v) permit the use of the Premises by any parties other than Tenant, its agents and employees; and any such acts without Landlord's prior written consent shall be void and of no effect. In granting or denying its consent to a proposed assignment or subletting, Landlord may consider the financial condition, reputation, type of business and other relevant characteristics of the proposed assignee or sublessee and Landlord shall not be deemed to have unreasonably withheld its consent if such characteristics are reasonably determined to be unsatisfactory to Landlord. Notwithstanding the foregoing, provided Xxxxxxxx agrees that there is Tenant may assign all, but not then an Event less than all, 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 Xxxxxx's interest under this Lease (i) lease to an Affiliate (as hereinafter defined) of Tenant; provided, however, that Tenant shall not be relieved of any liability hereunder by virtue of such assignment. As used in the immediately preceding sentence, the term "Affiliate" shall mean a person or entity which controlsdirectly or indirectly, is through one or more intermediaries, controlling or 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.term "

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.

Assignment and Subletting. (a) Tenant Subtenant shall not have assign, sublet, encumber or otherwise transfer any interest in this Sublease or any part of the right Subleased Premises (collectively referred to assign any of its rightsas a "Transfer"), duties or obligations under this Lease EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 9 OF THE MASTER LEASE, AND NOT without first obtaining the prior written consent of LandlordTenant, which consent shall not be unreasonably withheld, conditioned withheld or delayed, AND OF LANDLORD. Notwithstanding the foregoingTenant may condition its consent on obtaining any required consent from Landlord, provided that there is not then an Event of Default Subtenant satisfying any conditions 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 Transfer imposed by Landlord, in its sole discretion assign all and such other reasonable conditions that Tenant may impose. No Transfer shall relieve Subtenant of its rights, duties, or obligations any liability under this Lease (i) Sublease notwithstanding Tenant's consent 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) such Transfer. Consent to any person or entity purchasing or otherwise succeeding by reason of Transfer shall not operate as a reorganization, merger or consolidation to all or substantially all waiver of the assets of necessity for 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 's consent to any assignment: subsequent Transfer. SUBTENANT SHALL PAY TO TENANT, AS ADDITIONAL RENT, ONE HUNDRED PERCENT (i100%) Tenant and the entity to whom the assignment shall be madeOF ALL EXCESS RENTS RECEIVED BY SUBTENANT. AS USED HEREIN, shall contemporaneously with the assignmentTHE TERM "EXCESS RENTS" SHALL MEAN ALL RENTS AND OTHER CONSIDERATION PAYABLE BY A SUBTENANT OR ASSIGNEE TO SUBTENANT IN CONNECTION WITH THE ASSIGNMENT OR SUBLET, 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 LandlordLESS ALL REASONABLE MARKETING COSTS INCLUDING COMMISSIONS AND TENANTS IMPROVEMENTS.

Assignment and Subletting. (a) The Tenant shall not have assign, transfer, mortgage or pledge this Lease or to grant a security interest in Tenant's rights hereunder, or to sublease (which term shall be deemed to include the right granting of concessions and licenses and the like) or permit anyone other than Tenant to assign occupy all or any part of its rights, duties the Premises or obligations suffer or permit this Lease or the leasehold interest hereby created or any other rights arising under this Lease without to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, unless, in each instance (i) the prior written consent of LandlordLandlord thereto shall have been obtained, 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) to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) any defaults then existing with respect 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 shall have been cured, and until (iii) in the case of a foreclosure on proposed assignment, sublease or occupancy by another, the collateral proposed assignee, sublessee, or occupant is qualified to do business in the state in which the Premises are located and in the case of a proposed assignment, such assignee executes and delivers to Landlord an agreement satisfactory to Landlord by which such assignee shall be bound by and shall assume all the obligations of Tenant under this Lease. Landlord agrees that upon Notwithstanding the written request foregoing, Tenant may assign this Lease or sublet any portion or all of the Premises to any corporation, partnership, trust, association or other business or organization (x) directly or indirectly controlling Tenant,(y) directly or indirectly controlled by Tenant, (z) or under common control with Tenant, or to any successor of Tenant by merger, consolidation or acquisition of substantially all of the stock or assets of Tenant, without the prior written consent of Landlord as required in (i) above, provided that (a) Tenant shall deliver to Landlord at least 15 days' advance notice of such proposed assignment or sublease, (b) in the case of a merger, consolidation or sale, the net worth of Tenant's successor (determined in accordance with generally accepted accounting principles) immediately after such merger, consolidation or sale shall be at least equal to the greater of (1) the net worth of Tenant (similarly determined) immediately prior to such merger, consolidation or sale or (2) the net worth of Tenant (similarly determined) on the date hereof. If for any assignment or sublease or occupancy by another, Tenant receives rent or other consideration, either initially or over the term of the assignment, sublease or occupancy, in excess of rent called for hereunder, or in case of sublease of part of the Premises, in excess of such rent fairly allocable to the part so subleased, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and at no expense after deducting the reasonable costs of attorney, brokerage and renovation costs relating to the sublease or assignment, Tenant shall pay to Landlord, Landlord shall sign a separate written consent for any as Additional Rent, 50% of the assignments listed in subsections (i) through (iv) excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. For the purposes of this Section 15(a)19, the transfer in the aggregate in any twelve-month period of over 50% or more in interest in Tenant (whether stock, partnership interest or other form of ownership or control) by any person or persons having an interest in ownership or control of Tenant shall be deemed an assignment of this Lease. The preceding sentence shall not apply to the Tenant named herein if such Tenant is a corporation and content satisfactory the outstanding voting stock thereof is listed on a recognized securities exchange nor shall such sentence apply to an initial public offering of the stock of the initial Tenant provided the outstanding stock thereof is listed on a recognized securities exchange. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except as permitted by this Section 19, shall be void. No assignment, transfer, mortgage, grant of security interest, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee, sublessee or occupant shall in any way impair Tenant's continuing primary liability (which after an assignment or subletting shall be joint and several with the assignee or sublessee) of Tenant hereunder, and no approval in a particular instance shall be deemed to be a waiver of the obligation to obtain Landlord's approval in any other case.

Assignment and Subletting. (a) Except as otherwise set forth in this Lease, 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 assign, transfer, convey, mortgage or otherwise encumber this Lease or sublet the Premises or any portion thereof. Anything in this Paragraph 15 to the contrary notwithstanding, Landlord's consent to any sublease or assignment shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding , and in any event shall not be required for (nor shall any participation by Landlord in any profit or other revenues, if otherwise set forth in this Lease, apply to) any of the foregoingfollowing (each, provided that there is not then a "Permitted Transfer"): (i) any sublease or assignment to, or occupancy by, an Event Affiliate of Default on Tenant (as hereinafter defined); (ii) Tenant's assignment or subletting to any purchaser of all or a substantial part of the part assets of Tenant or Tenant's Affiliate; (iii) any transfer of Tenant's stock; or (iv) an event assignment to the entity merging or consolidating with respect to which Tenant or resulting from the merger or consolidation with Tenant. As used herein, the term "Affiliate" of a notice of default has been given that remains uncuredparty means any entity controlling, 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 the party in question ("control" and its variants meaning the power to control the day to day management of a party). Although Landlord's consent is not required, Tenant hereby agrees to notify Landlord of any transaction permitted under this Paragraph within thirty (30) days following its consummation and to deliver with such notification documentation reasonably satisfactory to Landlord establishing that the “Affiliate Parties”)sublease or assignment is a Permitted Transfer, (ii) and further establishing Landlord's continuing rights with respect to a Financing Party as collateral securitythe Letter of Credit. Notwithstanding any provision of this Lease to the contrary, (iii) Landlord may withhold its consent in its sole discretion to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all assignment of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, Lease or (iv) to a purchaser Sublease of the ImprovementsPremises (other than a Permitted Transfer) that occurs during the first twelve months of the Term. Notwithstanding any provision of this Lease to the contrary, including, without limitation, the Solar Facility. Prior to any assignment: (i) no Transfer or Permitted Transfer shall release Tenant and the entity to whom the assignment shall be madeor any subsequent tenant from any covenant or obligation under this Lease, 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) no exercise of the Renewal Option or an Expansion Option by an assignee or subtenant of 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 pursuant to a Financing Party Permitted Transfer or any other Transfer shall not require release Tenant from any such collateral assignee to assume the obligations of Tenant covenant or obligation 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 Landlordconnection with said Renewal Term or Expansion Space.

Assignment and Subletting. (a) 8.1 Tenant shall not have the right to assign any of its rightsmay not, duties or obligations under this Lease without the prior first obtaining tile written consent of LandlordLandlord in each instance, which consent shall may not be unreasonably withheld, conditioned or delayeddelayed (a) assign this Lease or any of Tenant's rights hereunder, in whole or in part; (b) sublease the Premises or any portion thereof, (c) license or otherwise grant any person or entity a right to use or operate, for its own account, the Premises or any portion thereof-, or (d) grant any person or entity a mortgage, deed of trust or security interest in or to this Lease or any of Tenant's rights hereunder, or otherwise pledge this Lease or any of Tenant's rights hereunder (any of the acts referred to in clauses (a) through (d) of this sentence being hereinafter referred to as a "Transfer"). Notwithstanding The foregoing prohibition shall apply, without limitation, to tile following (each of which shall constitute a Transfer): (1) any subletting or assignment which Would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant's corporate or proprietary structure; (2) an assignment or subletting to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other proceedings; or (3) if Tenant is a partnership, a change of any general partner. Any attempted Transfer made without Landlord's consent shall at the foregoing, provided that there is not then option of Landlord be deemed 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 Lease. Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed (i) as a consent to an entity which controlsor acceptance of such assignee, is controlled by subtenant or under common control with Tenant (the “Affiliate Parties”)occupant as a tenant, (ii) to as a Financing Party as collateral securitywaiver by Landlord of any provision hereof, (iii) to any person as a waiver 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 release 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 from liability for any of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord.the

Assignment and Subletting. (a) 7.1 Tenant shall not have the right to assign assign, transfer or otherwise encumber (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 and absolute discretion (subject to the remainder of this Article VII). Landlord shall respond in writing to any request made pursuant to the foregoing sentence within fifteen (15) business days after receipt of all documentation necessary to respond to such request. 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; 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) intentionally omitted; or (v) the initial Tenant does not remain fully liable as a primary obligor for the payment of all rent and other charges payable by Tenant under this Lease and for the performance of all other obligations of Tenant under this Lease; or (vi) the proposed subtenant or assignee is a governmental or quasi-governmental agency; or (vii) the holders of Mortgages encumbering the Building having such a right fail to consent (Landlord hereby agreeing to use commercially reasonable efforts to obtain such consent if Landlord approves such transaction); or (viii) 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 forty-five (45) 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. No assignment or right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. 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 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 withheld, conditioned construed either as waiving or delayed. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of releasing 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, liabilities or obligations under this Lease (i) to an entity which controlsas a principal and not as a guarantor or surety, is controlled by or under common control with as relieving Tenant (or any assignee or subtenant from the “Affiliate Parties”), (ii) to a Financing Party as collateral security, (iii) obligation of obtaining Landlord’s prior written consent to any person subsequent assignment or entity purchasing subletting. As security for this Lease, Tenant hereby assigns to Landlord the rent due from any assignee or otherwise succeeding by reason of a reorganization, merger or consolidation to all or substantially all of the assets subtenant of Tenant. During any period that there exists an uncured Event of Default under this Lease, provided it includes the ImprovementsTenant 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, includingpledge, hypothecate or encumber (collectively “mortgage”) this Lease without limitationLandlord’s prior written consent, the Solar Facilitywhich consent may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall pay to Landlord an administrative fee equal to one thousand hundred dollars ($1,000) plus all other reasonable, or out-of-pocket, third party expenses (ivincluding reasonable attorneys’ fees and accounting costs) incurred by Landlord in connection with Tenant’s request for Landlord to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior give its consent to any assignment: (i) Tenant , subletting, or mortgage, and the entity to whom the assignment Landlord’s receipt of such sum shall be madea 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 contemporaneously with the assignment, execute and deliver to Landlord an original a fully-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 copy of (i) through (iv) above. For the avoidance of doubteach agreement evidencing a sublease, 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 Tenantor mortgage, and at no expense to Landlord’s consent thereto, Landlord shall sign a separate written consent for any of the assignments listed in subsections within ten (i10) through (iv) of this Section 15(a), in form and content satisfactory to Landlorddays after execution thereof.

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 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.

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 LandlordLandlord . (b) Tenan t shall not have a right t o sublet all or any portions of the Leased Premises .

Assignment and Subletting. (a) Tenant shall not assign this Lease, or sublet or license the Premises or any portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by anybody other than tenant (all of the foregoing actions are sometimes collectively referred to as an "assignment") without obtaining, on each occasion, the prior written consent of Landlord. Except as provided in the following sentence, assignment shall include, without limitation, any transfer of Tenant's interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation and the transfer or sale of a controlling interest in Tenant, whiter by sale of its capital stock or otherwise. Assignment shall not include (1) assignment or sublease to any parent or subsidiary corporation or corporation under identical ownership, (2) sale of the original Tenant by stock transfer or sale of substantial all of its assets (3) admission of additional stockholders or other investors or (4) merger, consolidation or other reorganization involving the original Tenant, provided in each instance that Landlord receives prior written notice thereof and receives, promptly on request, all information with respect to the transaction or new entity, as the case may be, as Landlord had previously received (or was requested) as to the original Tenant. Tenant shall not offer to make or enter into negotiations with respect to an assignment with (i) any tenant of Landlord in any property in the East Cambridge environs of the Building, or any affiliate of, or any entity owned directly or indirectly by, such a tenant; and (ii) any party with whom Landlord is then negotiating with respect to other space in any property in the East Cambridge environs of the Building. Tenant's request for consent to an assignment shall include a copy of the proposed instrument of assignment, if available, or else a statement of the proposed assignment in detail satisfactory to Landlord. Landlord shall have the right option (but not the obligation) to assign terminate the Lease, or that portion proposed to be assigned by giving Tenant notice of such termination within 60 days of Landlord's receipt of Tenant's request. If Tenant does make an assignment hereunder, and if the aggregate rent and all other amounts and charges payable to Tenant under such assignment less out-of-pocket costs to Tenant of such transaction exceed the rent and other charges payable hereunder, Tenant shall pay to Landlord, as additional rent, the amount of such excess when the same is payable to Tenant. Tenant shall pay to Landlord, as additional rent, Landlord's reasonable legal fees and other expenses incurred in connection with any proposed assignment, including without limitation fees for review of its rightsdocuments. Notwithstanding any such assignment, duties the original Tenant named herein shall remain directly and primarily obligated under this Lease. It shall be a condition to the effectiveness of any such assignment that such assignee, subtenant, licensee or obligations occupant (collectively, an "assignee") agree directly with Landlord to be liable, jointly and severally with Tenant, for the performance of all of Tenant's agreements under this Lease (including without limitation payment of rent). Landlord may collect rent and other charges from the prior consent assignee and apply the net amount collected to the rent and other charges herein reserved, but no such assignment or collection shall be deemed a waiver of Landlordthe provisions of Section 8.9, which consent shall not be unreasonably withheldor the acceptance of the assignee as a Tenant, conditioned or delayed. Notwithstanding a release of Tenant from direct and primary liability for the foregoing, provided that there is not then an Event further performance of Default covenants on the part of Tenant herein contained. The consent by Landlord to an assignment shall not relieve Tenant from obtaining the express consent of Landlord to any further assignment. In event of any assignment requiring Landlord's consent, (1) Tenant's right to extend the Term shall be void and of no further force or an event with respect effect unless previously exercised by Tenant, (2) Tenant's right to expand the Premises pursuant to either Section 3.5 or 3.6 shall be void and of no further force or effect except as to premises as 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; has exercised its right of refusal or expansion and (ii) Tenant either (a) has taken possession thereof for active conduct of its business or (ii) has commenced construction of improvements therein. In any event, Landlord's obligation to reimburse Tenant's costs of improvements shall provide Landlord terminate with reasonable evidence that respect to any portion of the assignee fits within one of (i) through (iv) above. For the avoidance of doubt, any collateral assignment Premises subject 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.

Assignment and Subletting. (a) Tenant shall not not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, without Landlord's prior written consent, and any attempt to do any of the foregoing shall be void and of no effect. Notwithstanding the foregoing, Tenant shall have the right to assign any of its rightsthis Lease, 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 30 days prior written notice to Landlord but without obtaining Landlord's prior written consent, in its sole discretion assign all to a corporation or other entity which is a successor-in-interest to Tenant, by way of its rightsmerger, dutiesconsolidation or corporate reorganization, 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 purchase of a reorganization, merger or consolidation to all or substantially all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease, and (ii) such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease arising after the effective date of the assignment (a "Permitted Assignment"). 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 Rent and for compliance with all of Tenant's other obligations under this Lease. Notwithstanding any other provision of this Section 21, provided it includes if (i) the Improvementsproposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party's action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the Solar Facilityfailure to make a required reporting to any Governmental Authority), or (iviii) to a purchaser because of the Improvements, including, without limitationexistence of a pre-existing environmental condition in the vicinity of or underlying the Project, the Solar Facility. Prior to any assignment: (i) Tenant and the entity to whom the assignment shall risk that Landlord would be made, shall contemporaneously targeted as a responsible party in connection 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 remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed 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 Landlordor sublessee, Landlord shall sign a separate written have the absolute right to refuse to consent for to any of the assignments listed in subsections (i) through (iv) of this Section 15(a)assignment or subletting to any such party and, in form and content satisfactory the case of a Permitted Assignment, shall have the absolute right to notify Tenant that such assignment or subletting is unacceptable to Landlord.

Assignment and Subletting. 7.01. (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.

Assignment and Subletting. (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, which consent assign or mortgage (except as permitted under Section 36(b) hereof) this Lease or any interest therein or sublet the Leased Space or any part thereof. For the purposes of this paragraph, the sale or assignment of a controlling interest in the Tenant corporation or a majority interest in the Tenant partnership as the case may be shall not be unreasonably withhelddeemed an assignment, conditioned but the assignment to a parent, wholly-owned subsidiary of the Tenant or delayed. Notwithstanding the foregoingsuccessor corporation shall be permitted, 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 such 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 assumes the obligations of Tenant under this Lease and that such assignment shall not relieve Tenant of its obligations hereunder. For purposes herein, (A) a successor corporation is one into which Tenant is merged or consolidated, or which acquired those of Tenant's assets or business located in the Leased Space as of the date of the assignment, and (B) a controlling interest shall mean the ownership of fifty percent or more of the beneficial interest in the person or entity in question, unless and until the corporation is publicly traded in which case such transfers of stock (whether or not a foreclosure on the collateral controlling interest) shall not be deemed to be an assignment. As to any other assignment, Landlord agrees that upon it shall not unreasonably withhold its consent, provided the written request business of Tenant's assignee or subtenant is no more hazardous than that of Tenant, and at no expense it being understood that it shall not be unreasonable for Landlord to Landlordrequire, Landlord shall sign as a separate written consent for any condition of the assignments listed in subsections (i) through (iv) of this Section 15(a), in form and content satisfactory to Landlord.such consent:

Assignment and Subletting. (a) Except as expressly permitted pursuant ------------------------- to this Section, 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 assign this Lease, or any interest herein, or sublet the Premises, or any part thereof, or permit the use or occupancy of the Premises (or any right or privilege appurtenant thereto) by any party other than Tenant. For purposes hereof, "assignment" shall not be unreasonably withheldinclude any proposed disposition or transfer, conditioned voluntary or delayed. Notwithstanding involuntary, or hypothecation; and where Tenant is a (i) partnership, "assignment" shall include a transfer of 25% or more of the foregoing, provided that there is not then equity interest therein (other than to an Event of Default on the part of Tenant existing equity holder) or an event (ii) a corporation "assignment" shall include (except with respect to which a notice corporation whose stock is publicly traded) any (A) merger, consolidation or other reorganization (involving the equity securities 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 Tenant) 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”)Tenant, (iiB) to a Financing Party as collateral securityliquidation, (iii) to any person dissolution or entity purchasing or otherwise succeeding by reason disposition 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, Tenant or (ivC) to a purchaser change in ownership of 40% or more of the Improvementsequity interest therein (other than a transfer to an existing equity holder). Any of the foregoing acts without such consent of Landlord shall be void and shall, includingat the option of Landlord, terminate this Lease. This Lease shall not, nor shall any interest herein, be transferable or assignable as to the interest of Tenant by operation of law without limitation, the Solar Facilitywritten consent of Landlord. Prior Landlord's consent to any assignment: (i) Tenant and assignment or subletting of all or any part 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 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 Premises 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.be unreasonably withheld or

Assignment and Subletting. (aA) Tenant covenants that it shall not have not, by operation of law or otherwise, assign, sublet, encumber or mortgage this Lease, or any part thereof, or permit the right Premises to assign any of its rights, duties or obligations under this Lease 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 except in accordance with the provisions of this Section 4.01 shall be voidable at Landlord’s election. The consent by Landlord to any assignment, which mortgage, encumbrance, subletting or use of the Premises by others shall not constitute a waiver of Landlord’s right to withhold its consent to any other assignment, subletting, mortgage, encumbrance or use by others of the Premises. Whether or not Landlord’s consent shall not be unreasonably withheldgranted to any proposed assignment or subletting, conditioned Tenant shall reimburse Landlord for the reasonable out-of-pocket expenses, including attorneys’ fees and disbursements, incurred by Landlord in connection with Tenant’s request for such consent. The absolute and unconditional prohibitions set forth in this subsection (A) and Tenant’s agreement thereto are material inducements to Landlord to enter into this Lease with Tenant, and any breach or delayed. Notwithstanding the foregoing, provided that there is not then attempted breach thereof shall constitute an Event of Default on (as defined in subsection 7.01(A) hereof). For the part purposes of Tenant this subsection (A), except as otherwise expressly permitted under this Section 4.01(i) the transfer or an event with respect to which issuance of stock ultimately resulting in ownership of a notice majority 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 the issued and outstanding capital stock of its rights, dutiesany corporate tenant, or obligations under of a corporate subtenant (unless Tenant terminates such sublease), or the transfer of a majority of the total interest in any partnership tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease (i) Lease, or of such sublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall not be deemed to an entity which controls, is controlled include the sale of such stock by persons or under common control with Tenant (parties through the “Affiliate Parties”)over-the-counter market” or through any recognized stock exchange, other than by those deemed to be a “control person” within the meaning of the Securities Exchange Act of 1934, as amended, (ii) to a Financing Party as collateral security, (iii) to any person takeover agreement 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 similar agreement whereby the obligations of Tenant under this Lease unless and until are assumed by another party shall be deemed a foreclosure on the collateral assignment. Landlord agrees that upon the written request transfer of this Lease, (iii) any person or legal representative of Tenant, to whom Tenant’s interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this subsection (A), (iv) a modification, amendment or extension of a sublease shall be deemed a sublease (unless consented to by Landlord), and at no expense to Landlord(v) if Tenant consists of more than one person, Landlord shall sign a separate written consent for purported assignment (whether voluntary, involuntary or by operation of law) by any of the assignments listed persons executing this Lease shall be deemed a voluntary assignment of this Lease. Notwithstanding anything to the contrary contained herein, any rights and/or options of first offer, refusal or extension granted to Tenant shall be personal to Tenant named herein and, except in subsections (iconnection with a permitted transfer pursuant to the provisions of subsection 4.01(M) through (ivand subsection 4.01(N) of this Section 15(a)Lease, shall be deemed null and void in form and content satisfactory to Landlordthe event of any assignment of this Lease or sublease of all or substantially all of the Premises.

Assignment and Subletting. A. Except in connection with a Permitted Transfer (a) defined in Section 13.E. below), Tenant shall not have the right to assign assign, sublease, transfer or encumber any of its rights, duties or obligations under interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned or delayed. Notwithstanding the foregoing, provided it is agreed 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 shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to Landlord, in its sole discretion assign all select Building tenants having similar leasehold obligations; (2) the proposed transferee’s business is not suitable for the Building considering the business of its rights, dutiesthe other tenants and the Building’s prestige, or obligations would result in a violation of another tenant’s rights; (3) the proposed transferee is a governmental agency; (4) Tenant is in default beyond any applicable notice and cure period; or (5) any portion of the Building or the Premises would likely become subject to additional or different laws as a consequence of the proposed Transfer. Any attempted Transfer in violation of this Section 13, shall, exercisable in Landlord’s sole and absolute discretion, be voidable. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfer(s). In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease (i) or any liability hereunder, unless Landlord’s consent to an entity which controls, is controlled by or under common control with Tenant (the “Affiliate Parties”), (ii) to such Transfer expressly provides for 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 release 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.

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) the Indenture; provided however, that, without the prior written consent of the Developer, each of the Lessor and the RDC may assign this Section 15(a), in form and content satisfactory Agreement to Landlordanother agency or instrumentality of Town that legally is able to perform its obligations hereunder.

Assignment and Subletting. (a) Tenant Lessee shall not have assign this lease or any interest herein, or underlet the right to assign Premises or any of its rightspart thereof, duties or obligations under this Lease without the prior written consent of Landlordthe Lessors, except to an affiliate or affiliates of MONTEREY FARMING CORPORATION (i.e., a partnership in which MONTEREY FARMING CORPORATION is a general partner, or a joint venture in which MONTEREY FARMING CORPORATION is a joint venturer), and neither this lease, nor any interest herein of the Lessee, shall be assignable in proceedings by or against the Lessee in bankruptcy, or in insolvency, or in any other manner by operation of 1aw; provided, that such consent shall not be unreasonably withheld; provided further, conditioned that Lessors' consent shall not be required in connection with the transfer of this lease to a lender who has financed improvements to the Premises under the provisions of paragraph 19 or delayedParagraph 20 above and who holds a security interest in the lease hold estate of the Lessee, in a foreclosure or other like proceedings instituted by the lender under the terms of any such security instrument, or by an assignment or other conveyance given in lieu of foreclosure. Notwithstanding No assignment under the foregoingprovisions of this paragraph shall be effective, provided that there is not then an Event of Default on however, until the part of Tenant or an event with respect to which a assignee has given written notice of default has been given that remains uncuredsuch assignment to the Lessors, then Tenant maystating the name and address of the assignee and the date of transfer, without Landlord’s consent but upon prior accompanied by a copy of the assignment and the written notice agreement of the assignee expressly assuming and agreeing 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 keep and perform all of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser obligations 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 Lessee 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.

Assignment and Subletting. 5.5 Except as provided in Section 5.4(b), Tenant shall not, without Landlord's prior written consent (which may be withheld in Landlord's absolute discretion), (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant's interest hereunder; (iii) sublet the Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by any one other than Tenant. Any attempt to consummate any of the foregoing without Landlord's consent shall be of no force or effect and shall be an Event of Default under this Lease. For purposes hereof, 5.6. the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation), 5.7. the transfer of a general partnership interest or the transfer of twenty-five percent (25%) of the limited partnership interests in Tenant (if Tenant is a partnership), 5.8. the merger or consolidation of Tenant with or into any other corporation or entity, or (D) a sale or transfer of fifty percent (50%) or more of Tenant's assets, at any time throughout the Term shall be deemed to be an assignment of this Lease. Notwithstanding the provisions of the first sentence of this subsection (a), the consent of Landlord need not be obtained if the assignment or subletting is to an Affiliate (defined below) of Entrust Technologies, Incorporated ("Company") so long as (1) the assignee or sublessee shall be engaged in the ------- same field of services as Company, (2) the assignee or sublessee is engaged in a business customarily acceptable for a tenant in a first class high-rise office building in metropolitan Dallas, Texas, (3) any assignee shall assume all of the obligations of Company under this Lease, (4) at the time of such assignment or subletting, this Lease is in full force and effect and there is no breach under this Lease on the part of Tenant, and (5) the assignee's or sublessee's proposed use of the Leased Premises is not in violation of this Lease (such Affiliate of Company complying with clauses (1), (2), (3), (4) and (5), hereinafter a "Permitted Affiliate"). At least ten (10) days prior to the effective date of ------------------- any such assignment or sublease to a Permitted Affiliate, Tenant agrees to furnish Landlord with notice of such assignment or sublease and copies of the instruments effecting any such assignment or sublease. Additionally, within thirty (30) days after the effective date of any such assignment or sublease to a Permitted Affiliate, Tenant agrees to furnish Landlord with copies of the fully executed instruments effecting any such assignment or sublease and documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such sublease or assignment. Any such assignee of Tenant must assume and agree in writing to fully perform and observe all of the obligations and agreements of Tenant under this Lease and any such sublessee shall not have sublease such portion of the right Leased Premises subject to assign the provisions of this Lease. No such assignment or subletting shall relieve Company, any other tenant, or any guarantor of its rights, duties this Lease of any covenants or obligations under this Lease without or any such guaranty and Company, any other tenant, and any guarantors of this Lease shall remain fully liable hereunder and thereunder. Notwithstanding anything to the prior consent contrary set forth in this Lease, the rights granted to Company under this paragraph of Landlord, which consent subsection (a) as to assignments and subleases to Permitted Affiliates 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 assignable 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 madeCompany, shall contemporaneously with inure only to the assignment, execute benefit of Company 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 be enforceable by any such collateral assignee to assume the obligations or sublessee 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 LandlordCompany.

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 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 is not to be unreasonably withheld, conditioned withheld or delayed, assign or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Notwithstanding Any of the foregoingforegoing acts without such consent shall be void and shall, provided that there is not then an Event at the option of Default on Landlord, terminate this Lease. Subject to subparagraph 13(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the part interest of Tenant by operation of law or an event with respect to which a notice by merger, consolidation or asset sale, without the written consent of default has been given that remains uncured, then Landlord. Tenant maymay assign the subject lease or may sublet the premises or any part thereof, without Landlord’s 's consent but upon prior written notice after notice, to Landlordany subsidiary, in its sole discretion assign all of its rightsparent, dutiesaffiliate or controlled corporation which is owed at least 50% by Tenant, or obligations under this Lease (i) to an entity any corporation to which controls, is controlled by Tenant may be converted or under common control with which it may merge with Tenant (the “Affiliate Parties”)as survivor, (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 who acquires substantially all of Tenant's stock or assets provided that as to asset acquisitions, (A) the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to a purchaser financial condition of the Improvementsproposed assignee or sublessee is at least equal to the financial condition of the Tenant as of the date of this Lease, includingas determined by Landlord in its reasonable judgement, without limitation, and (B) the Solar Facility. Prior to any assignment: (i) Tenant prospective assignee and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute and deliver to Landlord Tenant enter into an original executed Assignment and Assumption Agreement with Landlord in form and content substance satisfactory to Landlord; Landlord and (ii) its legal counsel, providing, INTER ALIA, that the Tenant shall provide remain bound to Landlord with reasonable evidence that under the assignee fits within one of (i) through (iv) aboveLease. For the avoidance of doubtany other 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 and until a foreclosure on the collateral assignment. Landlord agrees that upon the written request of Tenantit will not unreasonably withhold, 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 Landlordcondition or delay its consent.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the prior like) in whole or in part without, in each case, the express written consent of Landlord, which consent consent, subject to all other provisions of this Section 9.13 shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding the foregoing, provided that there is The foregoing restrictions shall not then be applicable to an Event assignment 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 or a subletting of the Premises by Tenant to (i) to an entity which controls, is controlled a subsidiary wholly-owned by Tenant or under common control with Tenant (the “Affiliate Parties”), (ii) to a Financing Party as collateral securitycontrolling corporation, the stock of which is wholly-owned by the stockholders of Tenant or (iii) to a corporation which owns at least a fifty one (51) percent of the stock or other equity interest in Tenant (collectively, the entities referred to in clauses (i) through (iii) inclusive are hereinafter called "Permitted Affiliates") or (iv) to any person assignment of this Lease to the surviving entity in any merger of Tenant into or with another entity purchasing or otherwise succeeding by reason an assignment of a reorganization, merger or consolidation this Lease to an entity which simultaneously acquires all or substantially all of Tenant's assets or stock so long as the assets surviving or acquiring entity has a net worth at least equal to that of TenantTenant immediately preceding such merger or acquisition (the entities referred to in this clause (iv) together with the permitted Affiliates are hereinafter collectively called the "Permitted Assignees"). It shall be a condition of the validity of any assignment, provided it includes whether with the Improvementsconsent of Landlord or to a Permitted Affiliate, that the assignee agree directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the Solar Facility, covenant against further assignment and subletting. No assignment or (iv) to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) subletting shall relieve Tenant from its obligations hereunder 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 remain fully 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 Landlordprimarily liable therefor.

Assignment and Subletting. (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 LandlordLandlord in each instance, which consent shall either prior or subsequent to the Low-Rise Commencement Date, (i) assign, transfer, mortgage, pledge, hypothecate or encumber or subject to or permit to exist upon or be subjected to any lien or charge (except as provided in Section 30 hereof) any interest of Tenant under this lease, (ii) sublet the Premises or any part thereof, or (iii) permit the use or occupancy of the Premises or any part thereof for any purpose not be unreasonably withheldprovided for under Section 3 of this lease or by anyone other than the Tenant and Tenant's directors, conditioned or delayedofficers, employees and agents. Notwithstanding the foregoing, provided that there is not then an Event Tenant shall have the right to: (1) assign this lease or sublet all or a 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, 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 Premises (iother than the Lobby Space) to an entity Affiliate without Landlord's consent, and (2) sublet space which controlswas previously improved with tenant improvements ("Developed Space") to third party subtenants with Landlord's approval of such subtenant's character, is controlled by such approval not to be unreasonably withheld or under common control with Tenant (the “Affiliate Parties”)delayed, (ii3) sublet the Lobby Space 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 Affiliate subject to Landlord; 's prior written approval, which approval shall not be unreasonably withheld or delayed and (ii4) Tenant shall provide Landlord sublet Undeveloped Space of one (1) floor or less to third party subtenants with reasonable evidence that the assignee fits within one Landlord's approval of (i) through (iv) abovesuch subtenant's character, such approval not to be unreasonably withheld or delayed. 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)lease, in form and content satisfactory to Landlord.an "

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 Except with respect to permitted transfers pursuant to the terms of Section 10.02 of the Lease which a notice is incorporated herein by reference, Subtenant shall not, whether voluntarily, involuntarily or by operation 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, law or obligations under this Lease otherwise (i) to an entity which controls, is controlled by assign or under common control with Tenant (the “Affiliate Parties”)otherwise transfer this Lease or any interest or estate herein, (ii) sublet the Subpremises or any part thereof or allow the Subpremises or any part thereof to a Financing Party as collateral securitybe used or occupied by others in violation of Article 10 or the other applicable provisions of the Lease or in violation of any of the superior leases or mortgages or other matters to which the Lease is subordinate, or (iii) to any person or entity purchasing mortgage, pledge, encumber or otherwise succeeding hypothecate this Lease or the Subpremises or any part thereof in any manner, except in each instance, upon the prior written consent of both Landlord (including any consent of any mortgagee or other third party required under the Lease) and Tenant, which consents may be withheld in the manner set forth in the Lease, including subject to Landlord’s recapture rights provided in Section 10.03 of the Lease as incorporated herein by reason of a reorganizationreference. (b) Subtenant shall remain primarily and directly liable for the complete performance of, merger or consolidation to all or substantially and compliance with, all of the assets Sublease Obligations (as defined in this Paragraph 11(b)) to be complied with and performed by Subtenant, notwithstanding any such assignment, sub-subletting, use or occupancy. An assignment of this Sublease shall not be effective unless and until the assignee shall execute and deliver to Tenant an agreement in form reasonably satisfactory to Tenant whereby the assignee shall assume all of the terms and conditions of this Sublease (collectively, the “Sublease Obligations”) to be performed and complied with by Subtenant and, notwithstanding such assignment, the provisions of this Paragraph 11 shall continue to be binding in respect of all future assignments or sub-subleases. No sub-sublease shall be effective unless and until Subtenant and the proposed sub-subtenant shall execute and deliver to Tenant a copy of a sub-sublease in form acceptable to Tenant. Each sub-sublease shall expressly state that it is subject and subordinate to all of the provisions of this Sublease and the Lease, provided it includes including without limitation, the Improvements, provisions of this Paragraph 11 in respect of any future assignment of such sub-sublease or any further sub- subletting of all or any portion of the sub-sublet premises. (c) Subtenant shall reimburse Tenant for all reasonable out-of-pocket expenses (including, without limitation, the Solar Facility, reasonable attorneys’ fees and disbursements) incurred by Tenant in reviewing any request by Subtenant or (iv) any permitted sub-subtenant or assignee for consent to a purchaser sub- sublease or assignment within fifteen (15) days after the giving of Notice of same, including without limitation payments, if any, required to be paid to Landlord pursuant to the terms of the Improvements, including, without limitation, the Solar FacilityLease. 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 Landlord12.

Assignment and Subletting. (a) Except as provided in Section 5.4(b), Tenant shall not have not, without Landlord's prior written consent (which may be withheld in Landlord's absolute discretion), (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant's interest hereunder; (iii) sublet the right Leased Premises or any part thereof; or (iv) permit the use or occupancy of the Leased Premises or any part thereof by any one other than Tenant. Any attempt to assign consummate any of its rightsthe foregoing without Landlord's consent shall be of no force or effect and shall be an Event of Default under this Lease. For purposes hereof, duties (A) the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation), (B) the transfer of a general partnership interest or the transfer of twenty-five percent (25%) of the limited partnership interests in Tenant (if Tenant is a partnership), (C) the merger or consolidation of Tenant with or into any other corporation or entity, or (D) a sale or transfer of fifty percent (50%) or more of Tenant's assets, at any time throughout the Term shall be deemed to be an assignment of this Lease. Notwithstanding the provisions of the first sentence of this subsection (a), the consent of Landlord need not be obtained if the assignment or subletting is to an Affiliate (defined below) of_____________ ("Company") so ------- long as (1) the assignee or sublessee shall be engaged in the same field of services as Company, (2) the assignee or sublessee is engaged in a business customarily acceptable for a tenant in a first class high-rise office building in metropolitan Dallas, Texas, (3) any assignee shall assume all of the obligations of Company under this Lease, (4) at the time of such assignment or subletting, this Lease is in full force and effect and there is no breach under this Lease on the part of Tenant, and (5) the assignee's or sublessee's proposed use of the Leased Premises is not in violation of this Lease (such Affiliate of Company complying with clauses (1), (2), (3), (4) and (5), hereinafter a "Permitted Affiliate"). At least ten (10) days prior to the effective date of ------------------- any such assignment or sublease to a Permitted Affiliate. Tenant agrees to furnish Landlord with notice of such assignment or sublease and copies of the instruments effecting any such assignment or sublease. Additionally, within thirty (30) days after the effective date of any such assignment or sublease to a Permitted Affiliate. Tenant agrees to furnish Landlord with copies of the fully executed instruments effecting any such assignment or sublease and documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such sublease or assignment. Any such assignee of Tenant must assume and agree in writing to fully perform and observe all of the obligations and agreements of Tenant under this Lease and any such sublessee shall sublease such portion of the Leased Premises subject to the provisions of this Lease. No such assignment or subletting shall relieve Company, any other tenant, or any guarantor of this Lease of any covenants or obligations under this Lease without or any such guaranty and Company, any other tenant, and any guarantors of this Lease shall remain fully liable hereunder and thereunder. Notwithstanding anything to the prior consent contrary set forth in this Lease, the rights granted to Company under this paragraph of Landlord, which consent subsection (a) as to assignments and subleases to Permitted Affiliates 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 assignable 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 madeCompany, shall contemporaneously with inure only to the assignment, execute benefit of Company 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 be enforceable by any such collateral assignee to assume the obligations or sublessee 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 LandlordCompany.

Assignment and Subletting. (a) Except as otherwise expressly permitted by this Lease, 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 withheldwithheld or delayed, conditioned assign or hypothecate this Lease or any interest in this Lease, sublet the Premises or any part of them, or license the use of the Premises by any party other than Tenant. For purposes of this Article, an assignment shall be deemed to include a change in the majority control of Tenant, resulting from any transfer, sale or assignment of shares of stock of Tenant occurring by operation of Law or otherwise, including the merger or consolidation of Tenant into another entity. If Tenant is a partnership, any change in the partners of Tenant shall be deemed to be an assignment. Neither this Lease nor any interest in this Lease shall be assignable without the consent of Landlord, which shall not be unreasonably withheld or delayed. Notwithstanding Any of the foregoingprevious acts without consent shall be void and shall, provided that there is at the option of Landlord, constitute a default under this Lease. Landlord shall respond to Tenant’s request for sublease within fifteen (15) days of receiving a written request from Tenant and receipt of documentation regarding description and financial condition of proposed Tenant and other necessary information as required by Landlord, failing which Landlord shall be deemed to have disapproved such request by Tenant. Tenant shall not then an Event of Default on the part of Tenant or an event with respect be required to which a notice of default has been given that remains uncured, then Tenant may, without obtain Landlord’s consent but upon prior written notice for any assignment or subletting to Landlord, in its sole discretion assign all of its rights, duties, or obligations under this Lease (i) to an any entity which that controls, is controlled by by, or is 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, owners of such entity are exactly 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 same as those 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.

Assignment and Subletting. (a) Tenant shall not have the right to assign ------------------------- or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant (any of its rightsthe foregoing, duties or obligations under this Lease a "Transfer"), without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned qualified or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Landlord's consent will be deemed to have been reasonably withheld if the proposed assignee or sublessee does not have a financial condition reasonably acceptable to Landlord. No such Transfer (including a Permitted Transfer as hereinafter defined) shall release Tenant from its obligations hereunder. Notwithstanding anything to the foregoingcontrary contained herein, provided that there is not then an Event of Default on Tenant shall have the right to assign this Lease or to 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 Leased Premises, without Landlord’s the consent but upon prior written notice to of Landlord, in its sole discretion assign all to (a) any entity resulting from a merger or consolidation with Tenant, (b) any entity succeeding to the assets of its rights, dutiesTenant, or obligations under this Lease (ic) to an any entity which controlscontrolled by, is controlled by controlling 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(aforegoing, a "Permitted Transfer"), in form and content satisfactory to Landlord.

Assignment and Subletting. (a) Tenant shall not have the right to assign directly or indirectly, by operation of law or otherwise, assign, sublet, mortgage, hypothecate or otherwise encumber all or any portion of its rights, duties or obligations under interest in this Lease or in the Premises or grant any license in any person other than Tenant or its employees to use or occupy the Premises or any part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding Any such attempted assignment, subletting, license, mortgage, hypothecation, other encumbrance or other use or occupancy without the foregoingconsent of Landlord shall be null and void and of no effect. Any mortgage, provided that there is not then an Event hypothecation or encumbrance of Default on all or any portion of Tenant’s interest in this Lease or in the part Premises and any grant of a license or sufferance of any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an ‘assignment’ of this Lease. In addition, as used in this Paragraph 13, the term ‘Tenant’ shall also mean any entity that has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor. Provided no event with respect to which a notice of monetary default has been given that remains uncuredoccurred and is continuing under this Lease, then upon thirty (30) days prior written notice to Landlord, Tenant may, without Landlord’s consent but upon prior written notice consent, assign this Lease to Landlord, in its sole discretion assign an entity into which Tenant is merged or consolidated or to an entity to which substantially all of its rightsTenant’s assets are transferred or to an entity controlled by or is commonly controlled with Tenant, duties, or obligations under this Lease provided (i) to an entity which controlssuch merger, consolidation, or transfer of assets is controlled by or under common control with Tenant (for a good business purpose and not principally for the “Affiliate Parties”)purpose of transferring Tenant’s leasehold estate, and (ii) the assignee or successor entity has a tangible net worth, calculated in accordance with generally accepted accounting principles (and evidenced by financial statements in form reasonably satisfactory to a Financing Party as collateral securityLandlord) at least equal to the tangible net worth of Tenant immediately prior to such merger, consolidation, or transfer. The term ‘controlled by’ or ‘commonly controlled with’ shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such controlled person or entity; the ownership, directly or indirectly, of at least fifty-one percent (iii51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, at least fifty-one percent (51%) of the voting interest in, 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 presumed 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 constitute 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 Landlordcontrol.

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 the foregoing; provided, 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 Developer may, without Landlord’s consent but upon any advance approval of Lessor, assign or sublease to any entity in which , individually or collectively, own(s) a controlling membership interest in as long as such assignee or sublessee is thereafter subject to the same assignment and transfer limitations as set forth in this Section 9. 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 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) the Indenture; provided however, that, without the prior written consent of the Developer, each of the Lessor and the RDC may assign this Section 15(a)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 and easements for the use of Mixed-Use Building Parking Spaces and the City Parking Spaces in form and content satisfactory to Landlordaccordance with the terms of the Declaration.

Assignment and Subletting. (a) Tenant The Lessee shall not have the right to assign any of its rightsnot, duties or obligations under this Lease without the Lessor’s prior consent of Landlordwritten consent, which consent shall not be unreasonably unreasonably, withheld, conditioned or delayed: (a) assign, convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Lease or any interest under it; (b) allow any transfer by operation of law; (c) sublet the Premises or any part thereof; or (d) permit the use or occupancy of the Premises or any part thereof by anyone other than the Lessee. Notwithstanding the foregoing, provided that there is not then an Event of Default on the part of Tenant or an event with respect it shall be deemed reasonable for Lessor to which a notice of default has been given that remains uncured, then Tenant may, without Landlord’s withhold 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 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 assignmentaforementioned if: (i) Tenant and Lessee is in default under the entity to whom terms of the assignment shall Lease or would be made, shall contemporaneously with in default under the assignment, execute and deliver to Landlord an original executed Assignment and Assumption Agreement in form and content satisfactory to Landlordterms of this Lease as a result of the actions or inactions of Lessee upon the passage of time or the giving of notice or both; and and/or (ii) Tenant if a proposed assignee has a financial position including creditworthiness, liquidity and/or net worth that is in the reasonable opinion of Lessor less than that of Lessee, except Lessor 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 not withhold its consent 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 proposed assignment of the assignments listed Lease to an assignee of Lessee that: (1) is a entity owned and controlled by Lessee or under common ownership and control with Lessee; (2) meets reasonable financial tests established by Lessor and Lessee and (3) has Lessee and any guarantor of the Lease affirm in subsections (i) through (iv) writing their continuing obligations under the Lease. If the Premises are sublet or assigned in full at a Base Rent higher than the Base Rent required to be paid by Lessee, the difference shall be shared equally by Lessor and Lessee after deductions therefrom of this Section 15(a), any leasing commissions and any alteration expenses actually incurred and paid for by Lessee in form and content satisfactory to Landlordconnection with such subletting or assignment.

Assignment and Subletting. Tenant shall not (a) Tenant shall not have assign (whether directly or indirectly or by operation of law), in whole or in part, this Lease, or (b) mortgage Tenant’s interest in either or both of the right to assign any of its rights, duties or obligations under Premises and this Lease or pledge its interest in this Lease, or (c) sublet the Premises, in whole or in part, without 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 (c) above, provided and Landlord may impose commercially reasonable 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). Provided the intended transferee’s net worth and creditworthiness are at least equal to 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 uncuredTenant, then Tenant may, without Landlord’s consent but upon prior written notice to Landlordhowever, in its sole discretion assign all of its rights, duties, or obligations under this Lease or sublease a portion of the Premises to (i) to an entity which any corporation, limited liability company or partnership that controls, is controlled by or is under common control with Tenant (the “Affiliate Parties”)Tenant, or (ii) to a Financing Party as collateral security, any corporation or limited liability company resulting from the merger or consolidation with Tenant or (iii) to any person or entity purchasing or otherwise succeeding by reason of a reorganization, merger or consolidation to that acquires all or substantially all of the Tenant’s stock, membership interest or assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or (iv) to as a purchaser going concern of the Improvementsbusiness that is being conducted on the Premises (each, includinga “Permitted Transfer”). Except in the case of Permitted Transfer, in no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder. Any purported assignment, mortgage, transfer, pledge or sublease made without limitationthe prior written consent of Landlord (and Landlord’s lender, the Solar Facility. Prior to any assignment: (iif applicable) 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 (and Assumption Agreement Landlord’s lender, if applicable) any and all documentation reasonably required by Landlord (and Lxxxxxxx’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. 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 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 specifically attributable to assignment of this Lease (and excluding any consideration paid to Tenant for the sale of its stock, membership interests, or assets as a going concern) 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.

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.

Assignment and Subletting. (a) Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease without the Without Landlord's prior consent of Landlordwritten consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall not assign this Lease or sublease the 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 do any of the foregoing shall be void and of no effect. For purposes of this Paragraph 17, a transfer of the ownership interests controlling Tenant shall be deemed a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoingabove, 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 mayTenant, without Landlord’s prior written consent but upon with at least ten (10) days’ prior written notice to LandlordLandlord (unless notice is prohibited by applicable securities laws or a written non-disclosure agreement, in its sole discretion which case Tenant shall provide written notice of the Permitted Transfer as soon as reasonably possible thereafter) may assign all of its rights, dutiesor sublet the Premises, or obligations under this Lease any part thereof, to (i) to an any entity which controlscontrolling Tenant, is controlled by Tenant or under common control with Tenant (the “Affiliate Parties”)Tenant, (ii) a successor corporation or entity related to a Financing Party as collateral securityTenant by merger, consolidation, non-bankruptcy reorganization or government action; 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 the Tenant's assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, or stock (iv) to a purchaser all of the Improvementsforegoing hereinafter sometimes collectively shall be referred to as “Permitted Transfers”, including, without limitation, the Solar Facility. Prior to and any assignment: (i) Tenant and the entity person to whom the assignment any Permitted Transfer is made hereinafter sometimes shall be made, shall contemporaneously with referred to as a “Permitted Transferee”). If 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.Permitted Transfer,

Assignment and Subletting. Section 9 of 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) the Indenture; provided however, that, without the prior written consent of the Developer, each of the Lessor and the RDC may assign this Section 15(a)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 form and content satisfactory to Landlordaccordance with the terms of the Declaration.

Assignment and Subletting. (a) Except as otherwise provided herein, Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease or 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 any such assignment, subleasing or occupancy, without the prior written consent of Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayeddelayed (except as otherwise provided in subsection 24(e) below), which restrictions shall be binding upon any and all assignees of this Lease and subtenants of the Premises. Notwithstanding Tenant shall not pledge or hypothecate this Lease without Landlord's prior written approval, which may be withheld in Landlord's sole discretion. No assignment or subletting shall result in a change in the foregoingPermitted Use. Except as otherwise provided herein, provided that there is not then an Event 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 thirty (30) days prior to the proposed commencement date of Default such subletting or assignment, which notice shall set forth the name of the proposed tenant or assignee, the relevant terms of any sublease or assignment and copies of financial statements and other relevant information bearing 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 character of the assets of Tenant, provided it includes the Improvements, including, without limitation, the Solar Facility, proposed subtenant or (iv) assignee and its ability to a purchaser of the Improvements, including, without limitation, the Solar Facility. Prior to any assignment: (i) Tenant observe and the entity to whom the assignment shall be made, shall contemporaneously with the assignment, execute perform its agreements 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 Landlordobligations.

Assignment and Subletting. Except as expressly provided below, Tenant, without the prior written consent of Landlord in each instance, shall not (a) assign, transfer, 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, (b) allow to exist or occur any transfer of or lien upon this Lease or Tenant's interest herein by operation 37 of law, (c) sublet the Premises or any part thereof, (d) permit the use or occupancy of the Premises or any part thereof for any purpose not expressly permitted under Article 5 of this Lease or by anyone other than Tenant and Tenant's employees or (e) cause or permit the business operated in, on or from the Premises to be managed or operated by anyone other than Tenant and its employees. Landlord has the absolute right to withhold its consent without giving any reason whatsoever, except as herein expressly provided to the contrary. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings 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. Notwithstanding anything contained in this Section 13.1 to the contrary, Tenant shall not have the right to assign any of its rights, duties or obligations under this Lease or sublet the Premises to any corporation in which Tenant owns fifty-one percent (51%) or more of the issued and outstanding stock (a "Subsidiary"), without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing's consent, provided that there is not then an Event of Default on the part of Tenant or an event shall furnish 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, a proposed 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) subletting 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 Subsidiary together with reasonable evidence that the assignee fits within one or sublessee constitutes a "Subsidiary", not less than thirty (30) days prior to the effective date of (i) through (iv) above. For the avoidance of doubt, any collateral such 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 Landlordor sublease.