Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. (a) The Company may assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i) the Company shall notify the City of the assignment in writing; (ii) such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (c) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreement.

Assignment; Sublease. (a) The Company may assign, transfer, encumber or dispose of this Lease or any interest herein therein or part hereof thereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i1) the Company shall notify the City of the assignment in writing; (ii) such Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii2) such Such assignment shall include the entire then unexpired term of this Lease; and (iv3) a A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or any part of the Project to a single entity for any lawful purpose under the Act. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. (c) Notwithstanding the foregoing, the right of the Company to assign or sublease any interests in this Lease without the prior written consent of the City shall only apply to assignments made (A) to any entity whose long-term debt, or the long-term debt of an entity controlled by, under common control with or controlling such entity has at least a rating in any of the top three long term debt rating categories by any nationally recognized rating agency; (B) so long as the Company shall remain secondarily liable, to any such entity; or (C) to an entity controlled by or under common control with or controlling the Company, so long as such entity has a net worth of at least $5,000,000 at the time of such assignment or sublease. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement Lease and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement Lease and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement Lease or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreement.

Assignment; Sublease. (a) The Company may Tenant shall not assign, transfermortgage, encumber pledge or dispose of otherwise transfer this Lease or make any interest herein sublease of the Premises, or permit occupancy of any part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before thereof by anyone other than Tenant (any such disposition, unless such disposition is act being referred to Ridgehouse Capital LLC or [*herein as a "Transfer" and the other party with whom ▇▇▇▇▇▇ Financial*] undertakes such act being referred to herein as a "Transferee") without the prior written consent of Landlord. Without limitation of the foregoing, Landlord may refuse consent to any Transfer to any governmental authority or agency or to any Transfer which would cause Landlord to be in violation of any mortgage on the Property or any other agreement or instrument. In all other cases, ▇▇▇▇▇▇▇▇ agrees that it shall not unreasonably withhold its consent to any proposed Transfer of the Premises by ▇▇▇▇▇▇, pending Landlord's satisfactory review of the information to be supplied by Tenant regarding the proposed Transferee's creditworthiness and intended use of the Premises, and the compatibility of such use with the other tenants and the character of the Building. Any request by Tenant for such consent shall be in writing and shall include the name of the proposed Transferee, the nature of its business and proposed use of the Premises, complete information as to its financial condition, and the terms and conditions of the proposed Transfer. Tenant shall supply such additional information about the proposed Transfer and Transferee as the Landlord reasonably requests. Tenant shall reimburse Landlord for its legal and other expenses in connection with any request for consent. If Tenant is a corporation, partnership, or other business organization, the transfer of ownership interests, whether in one transaction or a series, forming a majority of the equity interests in Tenant, shall constitute a Transfer, unless Tenant is a corporation whose stock is traded on an exchange or over the counter. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇'s consent will not be required for the following "Permitted Transfers": (i) an assignment or transfer of this Lease to an entity controlling or controlled by or under common control with or controlling the CompanyTenant, Ridgehouse Capital LLC or [*provided that ▇▇▇▇▇▇ Financial*]. Notwithstanding gives prompt notice of such assignment to Landlord and in such case Tenant will remain fully liable on a joint and several basis with the foregoingTransferee for all of Tenant's obligations hereunder, or (ii) in the Lender may sell at foreclosure sale event Tenant is acquired by or by deed in lieu of foreclosuremerged into another entity, provided that Tenant gives prompt notice thereof to Landlord and provides evidence to Landlord that the interest net worth of the Company entity succeeding to Tenant's interest in this Lease Agreement. (bmeasured after such acquisition or merger) With respect to any assignment, is greater than the Company or net worth of Tenant at all times during the Lender, as applicable, shall comply with the following conditions: (i) the Company shall notify the City of the assignment in writing; (ii) such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered one-year period prior to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observedacquisition or merger. (c) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreement.

Assignment; Sublease. (a) The Company Developer may assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] (i) Opus Development Company, L.L.C. or an entity controlled by or under common control with or controlling the Developer or Opus Development Company, Ridgehouse Capital LLC L.L.C. or [*▇▇▇▇▇▇ Financial*](ii) the Lender. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company Developer in this Lease AgreementLease. (b) With respect to any assignment, the Company Developer or the Lender, as applicable, shall comply with the following conditions: (i) the Company Developer shall notify the City of the assignment in writing; (ii) such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company Developer to be performed and observed. (c) Any assignee of all the rights of the Company Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Company Developer shall be released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any agreement other document related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company Developer may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company Developer remains obligated to perform all of its obligations under this Lease, the Base Lease and the Development and Performance Agreement.

Assignment; Sublease. (a) The Company Developer may assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC (i) any party related to the Developer or [*▇▇▇▇▇▇ Financial*] Balboa Real Estate Partners, L.L.C. or an entity by one of the relationships described in Section 267(b) of the United States Internal Revenue Code of 1986, as amended, (ii) any party controlled by or under common control with the Developer or controlling Balboa Real Estate Partners, L.L.C., (iii) any affiliated entity (including any joint venture) in which the CompanyDeveloper or Balboa Real Estate Partners, Ridgehouse Capital LLC L.L.C. has an ownership interest, directly or [*▇▇▇▇▇▇ Financial*]indirectly or (iv) the Lender. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company Developer in this Lease AgreementLease. (b) With respect to any assignment, the Company Developer or the Lender, as applicable, shall comply with the following conditions: (i) the Company Developer shall notify the City of the assignment in writing; (ii) such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company Developer to be performed and observed. (c) Any assignee of all the rights of the Company Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Company Developer shall be released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any agreement other document related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company Developer may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company Developer remains obligated to perform all of its obligations under this Lease, the Base Lease and the Development and Performance Agreement.

Assignment; Sublease. (a) The Company may assign, transfer, encumber or dispose of assign this Lease in whole or any interest herein or part hereof for any lawful purpose under in part, without the Act. Except as otherwise provided in this Sectionnecessity of obtaining the consent of the Trustee, subject, however, to each of the following conditions: (i) The Company must shall obtain the City’s prior written consent before any such dispositionof the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such disposition sale, transfer or assignment is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoingsuch sale, the Lender may sell at foreclosure sale transfer or by deed assignment is otherwise permitted under Section 10.7 hereof, in lieu of foreclosure, the interest which event no written consent of the Company City shall be required, but, in this Lease Agreement. (b) With respect to any assignmentsuch event, the Company or the Lender, as applicable, shall comply with the following conditions: (i) the Company shall notify provide the City with advance written notice of the assignment in writing;such assignment. (ii) such The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, duly ▇▇▇▇ executed and acknowledged by the assignor and in proper form for recording; (iiiiv) such Such assignment shall include the entire then unexpired term of this Lease; and (ivv) a duplicate original The Company shall, promptly following the completion of any such assignment shall assignment, furnish or cause to be delivered furnished to the City and to the Trustee within 10 days after a true and complete copy of each such assignment and assumption of obligations, as the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observedcase may be. (cb) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (dc) Notwithstanding the foregoing, the The Company may, in its ordinary course of business, sublease all or portions may sublet less than 10% of the Project to tenants a single entity for any lawful purpose under the Act without the prior consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City so long and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the Company remains obligated to perform all of its obligations original sublease and is for a purpose permissible under the Lease and the Performance AgreementAct.

Assignment; Sublease. (a) The Subject to Sections 10.4(c) and (d), the Company may shall have the right to assign, transfer, encumber or dispose of this Lease or any interest herein therein or part hereof thereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i1) the Company shall notify the City of the assignment in writing; (ii) such Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii2) such Such assignment shall include the entire then unexpired term of this Lease; and (iv3) a A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 ten (10) days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or any part of the Project to one or more than one entity for any lawful purpose under the Act. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company's option, that the City's consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. (c) Notwithstanding the foregoing, the right of the Company to assign or sublease any interests in this Lease without the prior consent of the City shall only be made (i) to any Person whose senior long term debt, or the senior long term debt of an entity controlled by, under common control with or controlling such Person is rated at least Baa3 by ▇▇▇▇▇'▇ Investors Service, Inc. (or any successor agency) or BBB- by Standard & Poors Rating Service (or any successor agency); (ii) so long as the Company shall remain secondarily liable, to any Person, or (iii) to an entity controlled by or under common control with or controlling the Company. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Grant Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Grant Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Grant Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreement.