Common use of ASSIGNMENT AND SUBLEASE Clause in Contracts

ASSIGNMENT AND SUBLEASE. Except as otherwise provided herein, Lessee shall not, without the prior written consent of Lessor, sublease the Equipment or any part thereof or assign any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, any other Person except (i) a corporation which shall have assumed all the obligations of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of law; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating to use, operation, maintenance and repair of the Equipment and shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectively.

ASSIGNMENT AND SUBLEASE. (a) Except as otherwise provided herein, Lessee shall not, without the prior written consent of LessorSeller, sublease City shall not assign, transfer, pledge or hypothecate or otherwise dispose of this Purchase Agreement, or any interest therein. (b) Subject to the Equipment terms of the Trust Agreement, Seller shall be entitled, with or without notice to, or the consent of, City, to sell, pledge, assign, transfer and encumber all or any part thereof or assign any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, any other Person except (i) a corporation which shall have assumed all the obligations of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of law; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating to use, operation, maintenance and repair of the Equipment and shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to the 2020 Project and Prior Project, this Lease Purchase Agreement and all payments of any kind due or which become due to Seller hereunder, provided that such transfer or assignment shall not impair the Obligations, that the transferee or assignee shall be bound by the terms hereof and all related agreements executed by Seller in connection herewith and shall execute such nondisturbance and acceptance instruments as shall reasonably be required to evidence the same as hereinafter provided and, upon City’s receipt of notice of any such assignment or transfer of Seller’s interest, any such assignee(s) or transferee(s) shall thereafter (collectively, if more than one) become and be deemed to be Seller hereunder, and have all of the rights, powers, privileges and remedies, and be subject to all of the covenants and agreements, of Seller hereunder for all purposes of this Purchase Agreement except that Seller and City agree and acknowledge that any such assignee(s) or transferee(s) will have made no representation or warranty, and therefore will assume no obligation, with respect to the title, merchantability, condition, quality or fitness of the 2020 Project or the Prior Project for any particular purpose, or for the enforcement of any warranties or service agreement made or assigned by the initial Seller named herein, and that following any Seller’s assignment or transfer of its interest hereunder as herein provided, City shall have no right to xxxxx, reduce, withhold or offset against any payments due any successor Seller, or otherwise hereunder, on account of any claims for misrepresentations or breach of warranty or service agreements or any claims for sums due City from any predecessor(s) in interest of such Seller. No sale, assignment or transfer of all or any part of Seller’s right, title and interest in, to and under this Purchase Agreement and all payments of any kind due or to become due to Seller hereunder shall be effective unless and until City shall have received a duplicate original counterpart of the document by which the sale, assignment or transfer is made, disclosing the name, mailing address and tax identification or social security number of each such purchaser, assignee or transferee (including where applicable, the settlor and beneficiaries of any trust and the Equipment except principal and nominee of any interest to be held in nominee name); provided, however, that if such assignment or transfer is made to a bank or trust company as contemplated by trustee, paying or provided escrow agent for the holders of Obligations, it shall thereafter be sufficient that a copy of the agency or trust agreement shall have been filed with City until City shall have been advised that such agency or trust agreement is no longer in effect. During the term of this Purchase Agreement, City shall maintain a complete and accurate record of all such sales, assignments and transfers in form necessary to comply with Section 149(a) of the United States Internal Revenue Code of 1986, as amended, and the regulations proposed or existing, from time to time promulgated thereunder. Upon City’s receipt of written notice as above-described, of Seller’s sale, assignment or transfer of all or any part of its interest in this LeasePurchase Agreement or the payments hereunder, City agrees to attorn to and recognize any such purchaser(s), assignee(s) or transferee(s) (jointly if more than one) as the Participation owner(s) of all right, title and interest in, to and under this Purchase Agreement and the payments thereafter due and payable pursuant to this Purchase Agreement, and as Seller(s) under this Purchase Agreement. Upon the written request of any purchaser, assignee or transferee of Seller’s interest, City agrees to execute and deliver to such purchaser, assignee or transferee such certificates or other instruments in such forms as may reasonably be required by such purchaser, assignee or transferee, and to which City can truthfully attest, including but not limited to a separate acknowledgment of assignment and attornment certificate in the customary form as to such purchaser’s, assignee’s or transferee’s right, title and interest in, to and under this Purchase Agreement and the payments thereafter due and payable pursuant to this Purchase Agreement. Any such purchaser, assignee or transferee shall agree in writing to assume and perform all of the duties and responsibilities of Seller and shall acknowledge City’s rights under this Purchase Agreement; provided, however, that in the event Seller becomes merged or consolidated with any other entity and the resulting entity meets the requirements for a successor trustee under the Trust Agreement, then the Indentureresulting entity shall assume all rights, responsibilities and duties of Seller hereunder without the Lease Assignment execution or filing of any papers or any further act on the part of either party and the Assumption Agreement. The rights and obligations of Lessor and Lessee “Seller” hereunder shall inure refer to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectivelysuch resulting party.

ASSIGNMENT AND SUBLEASE. Except as (a) Subtenant agrees not to assign, mortgage, pledge or otherwise provided hereinencumber this Sublease, Lessee shall notnor to sublet the Demised Premises or any part thereof, without the consent of the Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment or sublease shall be in strict accordance with the terms, conditions and restrictions of the Overxxxxx. (b) Notwithstanding anything to the contrary herein, but subject nevertheless to the Overxxxxx, Xxbtenant may assign this Sublease or sublet all or part of the Demised Premises either to a wholly owned corporation or entity or controlled subsidiary or parent of the Subtenant or to any successor to Subtenant by purchase, merger, consolidation or reorganization (hereinafter collectively referred to as "Corporate Transfer") without consent of Sublandlord (but not without prior written consent of Lessor, sublease the Equipment or any part thereof or assign any of its rights hereunder or relinquish possession or use from Landlord in accordance with Section 7(A) of the Equipment or any part thereof toOverxxxxx), or permit the Equipment or any part thereof to be operated by, any other Person except xrovided that (i) Subtenant is not in default under this Sublease; (ii) if such proposed transferee is a corporation which successor to Subtenant by purchase, said proposed transferee shall have assumed all the obligations of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired acquire all or substantially all the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and stock or assets of Subtenant's business or, if such proposed transferee is a successor to Subtenant by merger, consolidation, or reorganization, the continuing or surviving corporation shall own all applicable provisions of law; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use substantially all of the Equipment or any part thereof to, or permit assets of Subtenant; (iii) such Corporate Transfer shall be subject to the Equipment or any part thereof to be operated by, an Affiliate terms of Lessee; this Sublease; (iiiv) in the case of coal supplies located on the Site and intended to be burned in the Plantan assignment, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating to use, operation, maintenance and repair of the Equipment and shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectively.proposed

ASSIGNMENT AND SUBLEASE. Except (a) Tenant shall not assign this Lease, sublet the Premises in whole or in part or otherwise transfer any interest in this Lease or to the Premises (collectively, a “Transfer”) without Landlord’s prior written consent, which shall be at Landlord’s sole discretion (except as otherwise provided hereinhereinafter provided); provided, Lessee that, any assignment of this Lease under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), including the assignment of this Lease in connection with a sale under section 363 of the Bankruptcy Code, shall not, not be considered a Transfer and Tenant shall have the right to make such an assignment under the Bankruptcy Code with notice to Landlord but without obtaining the prior written consent of LessorLandlord. If Tenant desires the consent of Landlord to a Transfer, sublease Tenant shall submit to Landlord, at least thirty (30) days but no more than one hundred eighty (180) days prior to the Equipment or any part thereof or assign any proposed effective date of its rights hereunder or relinquish possession or use of such Transfer, a written notice (the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, any other Person except “Transfer Notice”) which includes (i) a corporation the proposed effective date of such Transfer, which shall have assumed all not be less than thirty (30) days nor more than one hundred eighty (180) days after the obligations date of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of Lessee, in each case in accordance with Article XIV delivery of the Participation Agreement and all applicable provisions of law; providedTransfer Notice, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use (ii) a description of the Equipment or any part thereof to, or permit portion of the Equipment or any part thereof Premises to be operated bytransferred (the “Subject Space”), an Affiliate (iii) description of Lessee; all of the material terms of the proposed Transfer and the consideration therefor, (iiiv) the name and address of the proposed transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, (v) in the case of coal supplies located on an assignment of this Lease, current financial statements of the Site proposed transferee, certified by an officer, partner or owner thereof, together with any other information reasonably required by Landlord to enable Landlord to determine the financial responsibility, character, and intended reputation of the proposed transferee, the nature of such proposed transferee’s business and the proposed transferee’s proposed use of the Subject Space, and (vi) such other information as Landlord may reasonably require. In the event of any Transfer, Tenant shall remain primarily liable hereunder. The acceptance of rent from any other person shall not be deemed to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or a waiver of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating or to use, operation, maintenance and repair of the Equipment and be a consent to any Transfer. Any Transfer consented to by Landlord shall further agree that not relieve Tenant (or its rights as sublessee or user are subject and subordinate transferee) from obtaining Landlord’s consent to this Lease and the Indenture; and (iv) PNGC, any subsequent Transfer to the extent that it shall make arrangements with IPCO for use required hereunder. For purposes of the Facility after IPCO foregoing prohibitions, if Tenant is an entity, a transfer at any one time or from time to time of more than twenty five percent (25%) of an interest in Tenant (whether stock, membership interest, partnership interest, assets or other form of ownership or control) by any person(s) or entity(ties) having an interest in ownership or control of Tenant at the date of this Lease (herein, an “Interest Transfer”) shall have exercised its rights under the Assumption Agreementbe deemed to be a Transfer of this Lease; providedit being agreed, however, that notwithstanding anything to the obligations contrary contained herein, in the event that any Interest Transfer does not vest in the transferee the power to direct or materially affect the direction of Lessee hereunder the management and policies of Tenant, Xxxxxxxx’s consent to such Interest Transfer shall not be affected unreasonably withheld, conditioned or delayed. (b) With respect to any Transfer, in any way by any lieu of consenting (or denying consent) to such proposed Transfer, Landlord shall have the right, but not the obligation, exercisable within thirty (30) days after Landlord’s receipt of the aforesaid arrangementsTransfer Notice, to terminate this Lease and recapture the Premises (or applicable portion thereof) upon thirty (30) days’ notice to Tenant unless, within five (5) business days after Xxxxxxxx’s notice to Tenant exercising its option to cancel and terminate this Lease, Tenant notifies Landlord in writing that Xxxxxx is withdrawing its request for Landlord’s consent to such Transfer, in which event such exercise by Landlord of such option to cancel shall be void and of no further force and effect. Lessor If Landlord exercises such right to terminate under this Section 11(c), Landlord shall be entitled to recover possession of, and Tenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Tenant) on the later of (i) the effective date of the proposed Transfer, or (ii) sixty (60) days after the date of Landlord’s notice of termination. Following any termination of the Lease by Landlord pursuant to this Section 11(c), Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof. (c) Whether or not assign Landlord consents to a Transfer under this Article 11 requiring Xxxxxxxx’s consent hereunder, Tenant shall promptly pay Landlord’s reasonable processing costs and reasonable, out of pocket attorneys’ fees incurred in connection with any request for such consent. (d) Following any Transfer by Tenant, the Premises shall continue to be used only for the Permitted Use and for no other purpose, and in no event shall any Transfer release or convey relieve Tenant from any of its rightobligations under this Lease. If Landlord consents to a Transfer, title and interest in and to the transferee shall assume Tenant’s obligations under this Lease and the Equipment except as contemplated by or provided in this Leasesuch transferee, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure at least ten (10) days prior to the benefit ofeffective date of such permitted Transfer, shall deliver to Landlord the proposed sublease, assignment and assumption agreement or other instrument evidencing the Transfer, which shall be binding uponsubject to Landlord’s approval, not to be unreasonably withheld, delayed or conditioned. Except for an assignment effectuated under the permitted successors Bankruptcy Code, following any Transfer in the nature of an assignment, Tenant shall pay to Landlord, as Rent, fifty percent (50%) of all monies and assigns other consideration of Lessor and Lesseeevery kind whatsoever paid or payable to Tenant for such Transfer after deducting therefrom all reasonable transaction costs actually incurred by Tenant in connection with such Transfer amortized over a straight line basis over the duration of such Transfer (collectively, respectively.all of the foregoing shall be referred to as the “Transfer Consideration”). For

ASSIGNMENT AND SUBLEASE. Except as (a) Subtenant shall not assign, mortgage, pledge or otherwise provided hereinencumber this Sublease, Lessee shall notor sublet the Subleased Premises or any part thereof, without in each instance obtaining the prior written consent of LessorPrime Landlord and Sublandlord, sublease which consent Sublandlord shall not unreasonably withhold, condition, or delay, subject to the Equipment or any part thereof or assign any of its rights hereunder or relinquish possession or use terms and conditions of the Equipment Prime Lease. (b) Notwithstanding anything contained herein to the contrary, Subtenant, without Sublandlord consent (provided that Subtenant is not in Default (inclusive of any notice and applicable cure periods)) may assign this Sublease (a “Permitted Transfer”) to (a) any entity controlling, controlled by or any part thereof tounder common control with Subtenant, (b) the successor entity in the event of a merger, reorganization, recapitalization or consolidation involving Subtenant, or permit (c) the Equipment or any part thereof to be operated by, any other Person except (i) a corporation which shall have assumed all the obligations purchaser of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of LesseeSubtenant’s assets (any, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of lawa “Permitted Transferee”); provided, however, that Lessee (x) Subtenant shall notify Sublandlord of such Permitted Transfer as soon as reasonably and legally possible (including prior to the date of the Permitted Transfer, if legally possible), which notice shall contain a written certificate from Subtenant stating the legal and beneficial relationship of Subtenant and the proposed assignee, transferee, or subtenant, (y) the Permitted Transferee shall assume and agree in a writing to the Permitted Transfer, and (z) in no event shall Subtenant be released from any liabilities and obligations under this Sublease. (c) Notwithstanding anything in Section 15(a) to the contrary, provided no Default exists hereunder, Subtenant may, upon not less than ten (10) days’ prior written notice to Sublandlord, but without Sublandlord’s prior written consent, permit occupancy of portions of the Subleased Premises on a non-demising basis to Desk Space Users (as hereinafter defined) without the prior written consent payment of Lessorany fee to Sublandlord; provided, sublease that (i) each Desk Space User shall use the Equipment or relinquish possession or use Subleased Premises in accordance with all of the Equipment or any part thereof toprovisions of this Sublease, or permit and only for the Equipment or any part thereof use expressly permitted pursuant to be operated bythis Sublease, an Affiliate of Lessee; (ii) in no event shall the case use of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees portion of the principals providing Subleased Premises by any such financing; Desk Space User create or be deemed to create any right, title or interest of such Desk Space User in any portion of the Subleased Premises or this Sublease, (iii) such occupancy shall terminate automatically upon the owner termination of this Sublease, and (iv) the portion of the Plant Subleased Premises being used by all Desk Space Users in the aggregate shall not at any time exceed ten percent (10%) of the time it is placed then total Rentable Area of the Subleased Premises. Upon the written request of Sublandlord, Subtenant shall within five (5) business days notify Sublandlord in servicewriting of all Desk Space Users (if any) occupying the Subleased Premises. “Desk Space User” means a bona fide affiliate of Subtenant, or of other entity with which Subtenant typically co-locates and with which Subtenant has an ongoing bona fide business relationship. Subtenant acknowledges and agrees that (x) any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating to use, operation, maintenance and repair of the Equipment and Desk Space User agreement shall further agree that its rights as sublessee or user are be subject and subordinate to all of the terms, covenants, and conditions of this Lease Sublease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this Prime Lease, the Participation Agreement(y) notwithstanding any Desk Space User agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and Subtenant shall remain fully liable for all of Subtenant’s obligations of Lessor and Lessee hereunder shall inure to the benefit ofunder this Sublease, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectively(z) Subtenant’s right granted hereunder is a personal right limited solely to Subtenant and/or any assignee pursuant to a Permitted Transfer.

ASSIGNMENT AND SUBLEASE. Except as expressly provided otherwise provided hereinin this Article VII, Lessee Tenant shall not, whether for its own account or otherwise, assign this Lease or sublet or grant concessions or licenses or other rights for the occupancy or the use of all or any part of the Premises (each, a “Transfer”), without the Landlord’s prior written consent of Lessorto such Transfer, sublease the Equipment or any part thereof or assign any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof towhich consent shall not be unreasonably withheld, conditioned, or permit delayed. Subject to the Equipment or any part thereof to be operated byprovisions of Sections 7.2 and 7.3 below, any other Person except (i) a corporation which shall have assumed all the obligations transfer of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions assets of law; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment Tenant or relinquish possession 50% or use more of the Equipment stock or any part thereof to, other direct or permit the Equipment indirect ownership interests in Tenant (whether in one or any part thereof to be operated by, an Affiliate a series of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Planttransactions), any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees merger of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, Tenant into another entity or of any undivided interest thereinanother entity into Tenant, or any lessee transfer occurring by operation of law shall be deemed to constitute a Transfer by Tenant of its interest hereunder for the Plant at purposes hereof. Each such Transfer shall expressly be made subject to the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory provisions hereof. Subject to Owner Trustee and Indenture Trustee, to abide by the provisions of Section 7.4 below, no such Transfer shall modify or limit any right or power of Landlord hereunder or affect, reduce, or relieve Tenant of any duty or obligation of Tenant hereunder, and all such duties and obligations shall be those of Tenant and shall continue in full effect as obligations of Tenant as a principal and not of a guarantor or surety, as though no subletting or assignment had been made, such liability of the Tenant named herein to continue notwithstanding any Transfer and subsequent modifications or amendments of this Lease relating after such Transfer. Any Transfer by Tenant without Landlord’s prior written consent, except as otherwise expressly permitted by this Lease (including, without limitation, as permitted pursuant to useSection 7.2 or 7.3 below), operationshall be null and void, maintenance and repair of the Equipment ab initio, shall constitute bad faith, and shall further agree that its rights as sublessee constitute an immediate Event of Default hereunder. Tenant shall, within 20 days after the execution of any assignment, sublease, or user are subject and subordinate other Transfer document, deliver a conformed copy thereof to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectivelyLandlord.

ASSIGNMENT AND SUBLEASE. (a) Except as otherwise provided hereinhereinafter set forth, the Lessee expressly covenants that it shall notnot assign, without the prior written consent of Lessor, sublease the Equipment mortgage or any part thereof encumber this Agreement nor sublet or assign any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof to, suffer or permit the Equipment premises or any part thereof to be operated byused by others unless the Port Authority has consented thereto in each instance as hereinafter provided. The admission of new partners to a partnership Lessee or subtenant, the discharge, withdrawal, retirement, death, incompetency, or bankruptcy of any other Person exceptpartner of a partnership Lessee or subtenant, the reallocation or reclassification of partnership interests among the partners of a partnership Lessee or subtenant, and the assignment by any partner of a partnership Lessee or subtenant of his partnership interest shall not be deemed an assignment of this Agreement, or of any sublease, as the case may be, provided the conditions set forth in Section 43 of this Agreement entitled "Partnership Provision" are met, and a merger or consolidation shall not be deemed a violation of this paragraph (a) provided the conditions set forth in paragraph (a)(5) of Section 20 of this Agreement entitled "Termination" are met. (b) Notwithstanding the provisions of paragraphs (a), (c), and (e) of this Section 19, the Lessee shall have the right to: (x) (i) assign this Agreement and the letting hereunder in its entirety to, (ii) sublet a part or all of the premises to, (iii) permit the use of desk space by, a person, entity or corporation (a "related corporation") which shall have assumed all directly or indirectly controls, is controlled by, or is under common control Credit Suisse 042799 with the obligations of Lessee hereunder and under the other Operative Documents and Lessee, or into which or with which the Lessee shall have is merged or consolidated consolidated, if all the conditions stated in subparagraph (a) (5) of Section 20 hereof entitled "Termination", are met and such assignment is required in connection with such merger or consolidation, or (y) assign this Agreement and the letting hereunder in its entirety to a person, entity or corporation which shall have acquired acquires all or substantially all of the property assets of the Lessee; such assignment, subletting or desk space use to continue only as long as the said person, entity or corporation continues in one of the above described relationships to the Lessee, in each case in accordance with Article XIV provided that any such assignee, subtenant or desk space user of the Participation premises shall use the premises, or the portion thereof occupied by it, as the case may be, solely for the purposes set forth in Section 3 of this Agreement entitled "Rights of User by the Lessee" and for no other purpose whatsoever, provided further however that such assignment shall not be effective unless an agreement in the form attached hereto as Exhibit Y has been executed by the Lessee and the proposed assignee and delivered to the Port Authority (but subject to the foregoing, nothing herein shall be construed to preclude the assignor and assignee from providing in the assignment agreement for an effective date of assignment which precedes such delivery to the Port Authority) and such subleasing shall not be effective unless an agreement in the form attached hereto as Exhibit X has been executed by the Lessee and the proposed subtenant and delivered to the Port Authority (but subject to the foregoing, nothing herein shall be construed to preclude the assignor and assignee from providing in the assignment agreement for an effective date of assignment which precedes such delivery to the Port Authority) together with (i) a copy of the proposed assignment or sublease agreement, as the case may be, executed by the Lessee and the proposed assignee or subtenant, as the case may be, and (ii) all applicable reasonable and relevant documentation, data and other information as the Port Authority may reasonably require to substantiate the aforesaid required relationship between the Lessee and such assignee, subtenant or desk-space user, and subsequent to the delivery of such assignment or sublease agreement, or the commencement of such desk space use, the Lessee, and the assignee, subtenant, or desk-space user, as the case may be, shall furnish to the Port Authority such relevant information, data and documents as may be reasonably requested by the Port Authority from time to time, but not more than once in any twelve month period, to confirm that such relationship remains in effect. The Port Authority agrees to execute and deliver to the respective parties such agreement in the form attached hereto as Exhibit X or Exhibit Y, as the case may be, within fifteen (15) business days after receipt of (1) such respective agreement duly executed by the Lessee and the assignor or the Lessee and the subtenant, as the case may be, and (2) the documents, information and other data referred to in this paragraph (b) establishing the above described relationship. Notwithstanding anything to the contrary contained herein, the provisions of law; providedthis paragraph (b) shall apply to the use of desk space in the premises by a client or other service provider to the Lessee. (c) Notwithstanding the provisions of paragraph (a) of this Section 19, howeverand in addition to the rights contained in paragraph (b) of this Section 19, that the Lessee may, after the commencement of the letting, sublet a part or all of the premises (but under no circumstances shall there be more than thirteen (13) subtenants in the premises at any one time pursuant to the provisions of this paragraph (c), but if the Lessee shall include Additional Space in the premises pursuant to the provision of paragraph (a) or (b) of Section 44 of this Agreement then such number of subtenants permitted in the premises at any one time shall be increased by one subtenant for each seventeen thousand (17,000) rentable square feet of space so added to the premises), provided that all of the following conditions precedent and requirements have been met or satisfied: (1) Each proposed subtenant shall, in the reasonable opinion of the Port Authority, be eligible, suitable and qualified as a World Trade Center tenant on the basis of its functions, activities, and services in world trade and commerce, and in exercising its judgment with respect to a proposed subtenant the Port Authority shall, so long as the Statutes remain in effect, not apply criteria as to the eligibility of the proposed subtenant which are different from or more stringent than those criteria which it has applied or it is then applying with respect to other lessees of space in the World Trade Center whose eligibility is determined by the Port Authority strictly on the basis of their functions, activities and services in world trade and commerce (2) the Lessee, or any broker retained by the Lessee, shall not publicly advertise the availability of the subleased space at a rental or for other consideration which is less than the then current rental (including additional basic rental payable pursuant to the provisions of Schedule A attached hereto) charged by the Port Authority for comparable space and for a comparable term on the date of such subletting; (3) if the monthly rental rate and any other consideration payable by the subtenant to the Lessee for or in connection with its use or occupancy of the subleased space shall be in excess of the monthly rental rate provided for in this Agreement for the term of the proposed subletting, the Lessee shall so notify the Port Authority and, subject to the deductions set forth in paragraph (h) of this Section 19, the Lessee shall pay fifty percent (50%) of such excess to the Port Authority as provided in paragraph (h) of this Section 19; (4) the proposed subtenant has not been in discussion with the Port Authority toward its occupancy of comparable space in the World Trade Center during the one hundred eighty (180) day period immediately preceding the date of the Lessee's request for the Port Authority's consent to such subletting, unless the proposed subtenant has advised the Port Authority in writing during such one hundred eighty day period that it is no longer interested in leasing any comparably available space at the World Trade Center; and (5) the Lessee, the subtenant and the Port Authority have executed the form of agreement entitled "Consent to Sublease Agreement", annexed to this Agreement and marked "Exhibit X". The Port Authority agrees to execute the Consent to Sublease Agreement in the form attached hereto as Exhibit X within thirty (30) business days after the Port Authority's receipt of a copy of the proposed sublease agreement executed by the Lessee and the proposed subtenant, and all documentation, data and other information as the Port Authority may reasonably require to determine whether the conditions set forth in this subparagraph have been satisfied. Execution by the Port Authority of the Consent to Sublease Agreement referred to above, and the return thereof to the Lessee, shall constitute the determination referred to in subdivision (1), above. The Lessee and the subtenant shall present in advance or together with the proposed sublease agreement all documents, information and other data which the Port Authority may reasonably require relating to the matters covered in subdivisions (1), (2), (3) and (4), above, and the subtenant shall supply during the continuance of any approved subletting (but not more than once in any twelve (12) month period) such additional or current documents, information or other data relating to the matters covered in subdivision (1), above, as the Port Authority may from time-to-time reasonably require. In the event that the Port Authority shall determine to reject a proposed subtenant, the Port Authority shall notify the Lessee within the aforesaid thirty (30) business day period in writing of the specific reasons for such rejection. (d) If the Lessee and the proposed subtenant shall present in advance all documents, information and other data which the Port Authority may reasonably require relating to the matters covered in subdivisions 1, 2, 3 and 4 of paragraph (c), above, and all other relevant information relating to the business terms of the proposed sublease arrangement prior to the submission of the proposed sublease agreement, the Port Authority shall advise the Lessee within fifteen (15) business days after receipt of all of the foregoing of its determination as to the eligibility, suitability and qualifications of the proposed subtenant as a tenant in the World Trade Center and whether all of the provisions and conditions set forth in subdivisions 2, 3 and 4 of paragraph (c), above, have been met. If the said provisions and conditions have been met and the Port Authority determines that the proposed subtenant is eligible, suitable and qualified, the Port Authority will so advise the Lessee and will prepare the form of Consent to Sublease Agreement attached hereto as Exhibit X and submit the same to the Lessee within such fifteen (15) business day period. In the event the Port Authority shall determine that the proposed subtenant is not eligible, suitable and qualified and/or that the said provisions and conditions have not been met, the Port Authority shall notify the Lessee in writing of the specific reasons for such determination within the aforesaid fifteen (15) business day period. Upon receipt by the Port Authority of three copies of the Consent to Sublease Agreement executed by the Lessee and the proposed subtenant to each of which is attached the fully executed copy of the proposed sublease agreement between the Lessee and the proposed subtenant, the Port Authority shall within thirty (30) business days after receipt of the said Consent to Sublease Agreement and the proposed sublease agreement, review the Consent to Sublease Agreement and the proposed sublease agreement so received and will either (i) provided that the terms of the proposed sublease agreement with respect to the matters covered in subdivisions (1) and (4) of paragraph (c), above, do not differ from those provided in advance by the Lessee pursuant to this paragraph (d) and the terms of the proposed sublease agreement (other than the economic terms such as the rentals or finishing allowance, etc.) do not contradict or contravene, amend or modify the terms of this Agreement, execute the Consent to Sublease Agreement and return two copies thereof to the Lessee or (ii) provide the Lessee with specific objections to the Consent to Sublease Agreement or to the proposed sublease agreement. (e) Except as otherwise provided in this Agreement, use or occupancy of any portion of the premises by any subtenant or desk space user, pursuant to the consent granted in this Section 19, shall not entitle such subtenant or desk space user to any rights or privileges which the Port Authority has or may hereafter accord to lessees of space in the World Trade Center, including, without limitation thereto, listings on directories, boards or in publications or similar privileges but nothing herein shall be deemed to prohibit the Lessee from sharing with its permitted subtenants or desk space users any such rights or privileges which the Port Authority has accorded to the Lessee, including, without limitation thereto, listings on directories, boards or in publications or similar privileges. The Lessee shall at all times be solely responsible for complying with any requirements regarding the permissible number of persons who may use or occupy the premises. (f) If the Lessee assigns, sells, conveys, transfers, mortgages, pledges or sublets or permits the use of desk space in the premises in violation of paragraphs (a), (b) or (c) of this Section 19 or if the premises are occupied by anybody other than the Lessee, the Port Authority may upon Lessee's default (after the giving of any required notice and the expiration of any applicable cure period) in the performance or observance of any term, provision, or condition of this Agreement, collect rent from any assignee, subtenant, desk-space user or anyone who claims a right to this Agreement or letting or who occupies the premises, and shall apply the net amount collected to the basic rental herein reserved, and the additional basic rental payable hereunder; and no such collection shall be deemed a waiver by the Port Authority of the covenants contained in paragraphs (a), (b) or (c) of this Section 19 nor an acceptance by the Port Authority of any such assignee, subtenant, desk-space user, claimant or occupant as Lessee, nor a release of the Lessee by the Port Authority from further performance by the Lessee of the covenants contained herein. The granting of consent by the Port Authority to any assignment or subletting shall not be deemed to operate as a waiver of the requirement for obtaining the express prior written consent of Lessorthe Port Authority to any other or subsequent assignment or subletting if such consent is required pursuant to the provisions of this Section. All such further subletting shall be governed by the applicable provisions of this Agreement. (g) As used in this Section 19, sublease the Equipment "control" shall mean, with respect to a corporation, legal or relinquish possession beneficial ownership, directly or use indirectly, by one person, firm, corporation, or other business entity, or a group acting in concert, of a sufficient amount of the Equipment or any part thereof toissued and outstanding shares of the capital stock and voting rights (with the power to exercise such voting rights) of another corporation so as to enable the owner to direct the management and policies of such corporation. With respect to a person, firm, or permit other business entity, other than a corporation, "control" shall mean the Equipment or any part thereof power to be operated bydirect the management and policies of such person, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman firm or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing business entity whether by legal or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in servicebeneficial ownership, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, otherwise and in the case of any such useindirect control, possession each of the entities in the chain between the Lessee and any assignee, subtenant or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide desk space user shall directly control or be directly controlled by the provisions of this Lease relating to use, operation, maintenance and repair of the Equipment and shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected immediately adjacent entity in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectivelysuch chain.

ASSIGNMENT AND SUBLEASE. Except as otherwise provided herein, (a) The Lessee shall notnot assign, sell, convey, transfer, mortgage, or pledge this Agreement or any part thereof, or any rights created thereby or the letting, or any part thereof, without the prior written consent of Lessorthe Port Authority. The transfer of a majority of the issued and outstanding capital stock of any corporate Lessee, sublease or of a corporate subtenant, or the Equipment transfer of a majority of the total interest in any partnership Lessee 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 Agreement, or of such sublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate Lessee, or subtenant, shall be deemed not to include the sale of such stock through the "over-the-counter-market" or through any recognized stock exchange by persons or parties other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934 as amended. The assignment to a corporation into or with which the Lessee is merged or consolidated should not be deemed a violation of this paragraph (a) provided such assignment is required in connection with such merger and/or consolidation and the conditions set forth in Section 20(a)(5) are met. (b) The Lessee shall not sublet the premises, or any part thereof or assign any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, any other Person except (i) a corporation which shall have assumed all the obligations of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of law; provided, however, that Lessee maythereof, without the prior written consent of Lessor, sublease the Equipment Port Authority. WTC-SOL3195 (c) Notwithstanding the provisions of paragraph (a) or relinquish possession or use paragraph (b) of this Section 19 the Equipment or any part thereof Lessee shall have the right to assign this Agreement and the letting hereunder in its entirety to, or to sublet to or to permit the Equipment use of desk space by a person or corporation which owns all of the issued and outstanding shares of the capital stock of the Lessee; a corporation of which the Lessee owns all of the issued and outstanding shares of capital stock or a corporation of which all of the issued and outstanding shares of capital stock is owned by the same person or corporation which owns all of the issued and outstanding shares of capital stock of the Lessee; such assignment, subleasing or desk space use to continue only as long as the said person or corporation continues in one of the above described relationships to the Lessee provided that any part thereof such Assignee, Sublessee or desk-space user of the premises shall use the premises solely for the purposes set forth in Section 3 of this Agreement and for no other purpose whatsoever, provided however that such assignment shall not be effective until an agreement in the form attached hereto as Exhibit Y has been executed by the Port Authority, the Lessee and the proposed assignee and such subleasing shall not be effective until an agreement in the form attached hereto as Exhibit X has been executed by the Port Authority, the Lessee and the proposed subtenant. The Lessee, and the assignee, or the subtenant, or the desk-space user, as the case may be, shall furnish to the Port Authority such information, data and documents as may be operated byrequested by the Port Authority from time to time to substantiate the relationship between the Lessee and such assignee, an Affiliate of Lessee;subtenant or desk-space user. (iid) If the Lessee assigns, sells, conveys, transfers, mortgages, pledges or sublets in violation or paragraphs (a) or (b) of this Section or if the case of coal supplies located on premises are occupied by anybody other than the Site Lessee, the Port Authority may collect rent from any assignee, sublessee or anyone who claims a right to this Agreement or letting or who occupies the premises, and intended shall apply the net amount collected to the basic rental herein reserved; and no such collection shall be burned in deemed a waiver by the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees Port Authority of the principals providing such financing; covenants contained in paragraphs (iiia) and (b) of this Section nor an acceptance by the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or Port Authority of any such undivided interestassignee, if such Person sublessee, claimant or Persons shalloccupant as Lessee, in nor a release of the case Lessee by the Port Authority from further performance by the Lessee of the covenants contained herein. The granting of consent by the Port Authority to any such assignment or subletting shall not be deemed to operate as a waiver of the requirement for obtaining the express prior written consent of the Port Authority to any other or subsequent assignment or subletting. (e) The Lessee shall not use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating permit any person to use, operationthe premises or any portion thereof, maintenance and repair except for the purposes set forth in the Section of this Agreement entitled "Rights of User by the Equipment and shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectively."

ASSIGNMENT AND SUBLEASE. 10.1 Except as specifically permitted by this Article 10, Tenant shall not transfer, mortgage or otherwise provided herein, Lessee shall not, encumber this Lease or all or any portion of or any of Tenant’s rights hereunder or interest herein without obtaining the prior written consent of LessorLandlord, sublease the Equipment which consent shall not be unreasonably withheld or delayed. Landlord’s giving of its consent under this Section 10.1 shall not be construed as relieving Tenant or any part thereof assignee, subtenant or assign any occupant from the obligation of its rights hereunder obtaining Landlord’s prior written consent if subsequently required under the terms of this Section 10.1. 10.2 For the purpose of this Article 10, the word “assign” and “assignment” shall be defined and deemed to include the following: (a) if Tenant is a partnership, the withdrawal or relinquish possession change, whether voluntary, involuntary or use by operation of law, of partners owning thirty percent (30%) or more of the Equipment or any part thereof topartnership, or permit the Equipment dissolution of the partnership; (b) if Tenant consists of more than one person, an assignment, whether voluntary, involuntary, or any part thereof by operation of law, by one person to be operated byone of the other persons that is a Tenant; (c) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the sale or other Person except transfer of a controlling percentage of capital stock of Tenant other than to an affiliate or subsidiary or the sale of fifty-one percent (51%) in value of the assets of Tenant; (d) if Tenant is a limited liability company, the change of members whose interest in the company is fifty percent (50%) or more. The phrase “controlling percentage” means the ownership of, and the right to vote, stock possessing at least fifty-one percent (51%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors, or such lesser percentage as is required to provide actual control over the affairs of the corporation. Acceptance of Rent by Landlord after any non-permitted assignment shall not constitute approval thereof by Landlord. Notwithstanding the foregoing provisions of this Section 10.2, Tenant may assign part or all of this Lease or sublease part or all of the Premises without Landlord’s consent to: (i) any corporation or partnership that controls, is controlled by, or is under common control with, Tenant; or (ii) any corporation resulting from the merger or consolidation with Tenant or to any entity that acquires all of Tenant’s assets as a corporation which shall have assumed all going concern of the business that is being conducted on the Premises (each an “Affiliate”), as long as such Affiliate is a bona fide entity and assumes the obligations of Lessee hereunder Tenant and continues the same Permitted Use as provided under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of LesseeSection 5.1 hereof. However, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of law; provided, however, that Lessee may, without the Landlord must be given prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or notice of any such undivided interestassignment or subletting, and failure to do so shall be a default hereunder, and provided that no such assignment or subletting shall be construed as a waiver or release of Healthways, Inc. (if such Person or Persons shall, still in existence) from liability for the case performance of any such use, possession covenant or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory obligation to Owner Trustee and Indenture Trustee, to abide be performed by the provisions of Tenant under this Lease relating to useduring the Term, operationnor shall the collection or acceptance of rent from any assignee, maintenance and repair subtenant or occupant constitute a waiver or release of the Equipment and shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and Healthways, Inc. (ivif still in existence) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected in any way by from any of the aforesaid arrangements. Lessor shall not assign liabilities or convey any obligations of its right, title and interest in and to the Tenant under this Lease and during the Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectivelyTerm.

ASSIGNMENT AND SUBLEASE. Except as otherwise provided hereina) [Intentionally deleted.] b) Tenant may assign this Lease or sublet the whole or any portion of the Premises, Lessee shall not, without the subject to Landlord’s prior written consent of Lessorconsent, sublease not to be unreasonably withheld, conditioned, or delayed, on the Equipment or any part thereof or assign any of its rights hereunder or relinquish possession or use basis of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, any other Person exceptfollowing terms and conditions: (i) Landlord shall respond to any written request for approval to an assignment or sublease request within ten (10) days of its receipt thereof or such approval shall be deemed given, provided that any such notice shall provide the following language in bolded 14 point font: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TEN (10) DAYS OF RECEIPT SHALL CONSTITUTE LANDLORD’S DEEMED CONSENT.” Any disapproval by Landlord shall include reasonable specificity as to the reasons for such disapproval. Tenant shall include the following in any such written request: (1) The name and address of the proposed assignee or subtenant; (2) The material terms and conditions of the assignment or subletting; (3) The nature and character of the business of the proposed assignee or subtenant; (4) Banking, financial and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord to determine the proposed assignee’s or sublessee’s ability to assume the financial obligations contained in the Lease; and (5) In the event of a corporation subleasing of only a portion of the Premises, plans and specifications for tenant’s layout, partitioning, and electrical installations for the portion of the Premises to be subleased. (ii) Tenant shall not be permitted to assign or sublet to the following: (1) To a government or quasi-government agency; (2) To an entity whose financial or business character is not consistent with the other tenants in the Building (3) To an entity or person that violates an Exclusive, subject to Section 24(c) below; (4) To an existing tenant of the Building; (5) To a tenant of any other Building owned by an affiliate of Landlord located within five (5) miles of the Building to the extent Landlord has space available for rent five (5) miles of the Building sufficient to address such tenant’s real property needs; (6) If the Building is less than eighty five percent (85%) leased, for a rental rate less than seventy-five percent (75%) that which Tenant is paying; or (7) To a Prospect, subject to Section 24(c) below. (iii) The assignee or subtenant shall have assumed assume, by written instrument, all of the obligations of Lessee Tenant as provided by this Lease, and a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution, provided, however, any such subtenants shall only be obligated to assume Tenant’s obligations arising under this Lease with respect to the portion of the Premises sublet. Any sublease shall expressly acknowledge that said subtenant’s rights against Landlord shall be no greater than those of Tenant. (iv) Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease as the Lease existed on the date of assignment to assignee, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term; provided that, notwithstanding the foregoing, Tenant also shall be liable for additional sums owed hereunder incurred by an assignee if such additional sums are payable pursuant to a right to lease additional space granted in this Lease or if such additional sums are payable pursuant to an extension of the Term which is effected pursuant to a Renewal Option. (v) Tenant may retain any profit received in connection with such subleasing or assignment. (vi) In any event, the acceptance by Landlord of any rent from an assignee or from any subtenant or the failure of Landlord to insist upon strict performance of any of the terms, conditions and under covenants herein shall not release Tenant herein, nor any assignee or subtenant, from any and all of the obligations to be performed by it in accordance herewith during and for the entire Term. Tenant shall provide written notice to Landlord within sixty (60) days of Landlord’s denial of a request for consent to a sublet or assignment if Tenant asserts that Landlord’s failure to consent to such sublet or assignment is unreasonable or otherwise in breach of this Lease. After such sixty-day period, if a court shall determine that Landlord acted in breach of this Lease with respect to denying a request for consent to a sublet or assignment Tenant’s only available remedy shall be specific performance. (vii) Landlord shall be limited to actual, out-of-pocket costs not to exceed One Thousand Five Hundred Dollars ($1,500.00) to cover its attorneys’ fees for each request for consent to any sublet or assignment. Tenant shall reimburse Landlord for any such attorneys’ fees within thirty (30) days of receipt of an invoice therefor. (viii) In the event of any sublet or assignment, the Guaranty shall remain in effect. c) With respect to Tenant’s obligation to not sublease or assign to any entity or person that violates an exclusive use provision contained in another lease at the Property (all such exclusive use provisions, collectively, “Exclusives”) or to any prospect with whom Landlord currently is negotiating for space in the Building and for whom Landlord has prepared a preliminary space plan and has tendered a written proposal (collectively, “Prospects”), at any time during the Term (which includes multiple times), Tenant may provide Landlord with a written notice (the “Tenant’s List Request”) requesting a list of current Exclusives and Prospects, which notice shall contain the following text in bolded, fourteen (14) point font, “FAILURE TO RESPOND WITHIN 10 DAYS MAY RESULT IN THE WAIVER OF IMPORTANT LANDLORD RIGHTS RELATED TO TENANT’S ASSIGNMENT OR SUBLETTING RIGHTS.” Landlord shall provide Tenant with such a list (the “Landlord’s List”) within ten (10) days of its receipt of a Tenant’s List Request. If Tenant provides Landlord with a Tenant’s List Request, then, for the ninety (90) day period after Landlord’s delivery of a Landlord’s List, Sections 24(b)(ii)(3) and 24(b)(ii)(6) shall only apply to any Exclusives or Prospects included in such Landlord’s List. If Landlord fails to provide a Landlord’s List within ten (10) days of a Tenant’s List Request, then Sections 24(b)(ii)(3) and 24(b)(ii)(6) shall be deemed null and void for a period of ninety (90) days thereafter. d) Notwithstanding anything to the contrary in this Lease, Landlord’s consent shall not be required for an assignment or sublease to any of the following (each, a “Permitted Transferee”): (i) a corporation, limited partnership, limited liability company or other Operative Documents and entity into which or with which Lessee shall have Tenant is merged or consolidated or to which shall have acquired all or substantially all the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of lawTenant’s assets are transferred; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plantany corporation, any field warehouseman limited partnership, limited liability company or other similar custodian in connection entity or person which controls or is controlled by Tenant or is under common control with financing Tenant provided such coal supplies successor entity is an operating entity having the financial ability to meet Tenant’s obligations under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing this Lease. Furthermore, Tenant covenants that if Tenant merges, consolidates or storage operations as agents or employees transfers substantially all of the principals providing assets of Tenant to another entity, then Tenant shall assign this Lease to such financing; (iiiother entity. Landlord shall not be bound by any assignment or sublet to a Permitted Transferee until it receives written notice thereof, and any sublet or assignment shall be subject to Section 24(b)(iii), 24(b)(iv), 24(b)(vi), and 24(b)(viii) hereof. The originally named Tenant hereunder shall not be liable for the owner of the Plant at the time it is placed in service, or observance of any undivided interest therein, covenants or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating other than the requirement to usepay any amounts due hereunder to Landlord following assignment of this Lease to a Permitted Transferee. e) Except as specifically set forth above, operation, maintenance and repair no portion of the Equipment and shall further agree that its rights as sublessee Premises or user are subject and subordinate to of Tenant’s interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of Tenant. f) In the event Tenant desires to assign its lease or sublet any portion of the Premises, Tenant shall cause any and the Indenture; andall advertisements or notices of availability to be delivered to Landlord for Landlord’s approval, which shall not be unreasonably withheld or delayed, prior to releasing or publishing same. (ivg) PNGC, to To the extent that Tenant wishes to pledge its furniture, trade fixtures, or equipment related to Tenant’s business in the Premises, then Landlord shall enter into a landlord’s lien waiver with such pledgee on a form acceptable to Landlord in its reasonable discretion. Landlord hereby waives any statutory lien or other security interest it shall make arrangements may otherwise possess by operation of law or otherwise with IPCO for use regard to any personalty of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; providedTenant, howeverincluding inventory, that the obligations of Lessee hereunder shall not be affected in any way equipment, trade fixtures, shelves, machinery and accounts receivable. h) Any transfer by any of the aforesaid arrangements. Lessor shall not assign or convey any Landlord of its right, title and interest in and the Property, Premises or Building shall be made subject to this Lease and the Equipment except as contemplated by or provided in this Lease, and Landlord’s transferee shall be bound by all of the Participation Agreement, terms and provisions of this Lease from and after the Trust Agreement, date of the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectivelytransfer.

ASSIGNMENT AND SUBLEASE. Except Section 13.2 of the Restated Lease is hereby amended and restated in its entirety as otherwise provided hereinfollows:‌ “The prohibition against assigning, subleasing or licensing contained in this Section 13 shall be construed to include a prohibition against any assignment, subleasing or licensing by operation of law. Furthermore, for purposes of this Section 13, any sale, transfer or other disposition in the aggregate of 50% or more of the equity ownership in Lessee (i.e. stock with respect to a tenant corporation, partnership interests with respect to a tenant partnership, etc.) shall be deemed an assignment. Notwithstanding the foregoing, (a) any sale, transfer or other disposition of equity ownership in Lessee (i.e. stock with respect to a tenant corporation, partnership interests with respect to a tenant partnership, etc.) to any affiliate of Lessee shall not, be permitted without the Port’s prior written consent upon written notification to the Port, provided that after giving effect to such assignment by operation of Lessorlaw, sublease sale, transfer or other disposition, Lineage Logistics Holdings, LLC shall directly or indirectly own at least 50% of the Equipment equity interests in Lessee, and (b) the Port hereby acknowledges that the equity ownership in Lessee will be transferred from Lineage Logistics Holdings, LLC to Lineage Mezz 6, LLC on or about the date hereof and the requirements of the foregoing clause (a) have been satisfied in connection therewith. If this Lease be assigned, or if the underlying beneficial interest of Lessee is transferred, or if the Premises or any part thereof be sublet or assign any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, any occupied by anybody other Person except (i) a corporation which shall have assumed all the obligations of Lessee hereunder and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or which shall have acquired all or substantially all the property of than Lessee, in each case in accordance with Article XIV of the Participation Agreement Port may collect Rent from the assignee, Sublessee, licensee or occupant and all applicable provisions of law; provided, however, that Lessee may, without apply the prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating to use, operation, maintenance and repair of the Equipment and shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, net amount collected to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; providedRent November 24, however, that the obligations of Lessee hereunder shall not be affected in any way by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this 2020 Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectively.”

ASSIGNMENT AND SUBLEASE. (a) Except as otherwise provided herein, Lessee shall notset forth in Sections 16(d) and 16(e) hereof, without the prior written consent of Lessor, which consent can be withheld in Lessor's sole discretion, Lessee shall not transfer or assign this Lease or sublease the Equipment or Leased Property or, subject to Sections 7(e) and 19(c), any part thereof (whether by operation of law or assign otherwise) or grant any of its rights hereunder concession or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, any other Person exceptlicense within the (ib) a corporation which Notwithstanding any consent by Lessor under Sections 16(a) and 16(e), the undersigned Lessee will remain jointly and severally liable (along with each assignee or subtenant approved pursuant to Sections 16(a) and 16(e), who shall have assumed automatically become liable for all the obligations of Lessee hereunder hereunder), and under the other Operative Documents and into which or with which Lessee Lessor shall have merged or consolidated or which shall have acquired all or substantially all the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of law; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof be permitted to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of any such undivided interest, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by enforce the provisions of this Lease relating to use, operation, maintenance and repair of instrument directly against the Equipment and shall further agree that its rights as undersigned Lessee and/or any such approved assignee or sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the obligations of Lessee hereunder shall not be affected without proceeding in any way against any other entity." (c) Any consent by any of the aforesaid arrangements. Lessor to a particular assignment, sublease or other event specified in Sections 16(a) and 16(e) hereof shall not assign constitute Lessor's consent to any other or convey subsequent assignment, sublease or other event specified in Sections 16(a) and 16(e) hereof." (d) So long as no Default or Event of Default has occurred and is continuing, Lessee and any Permitted Assignee (each, acting in the capacity of its rightan assignor of rights under this Section 16(d), title an "Assignor") may at any time and interest in and from time to this Lease and time during the Equipment except as contemplated by or provided in this LeaseTerm assign, the Participation Agreementat Lessee's expense, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The to any Permitted Assignee all (but not less than all) of such Assignor's rights and obligations of Lessor and Lessee hereunder shall inure under this Lease. Upon such execution, delivery to the benefit ofLessor, and be binding uponand, the permitted successors and assigns of Lessor and Lessee, respectively.if

ASSIGNMENT AND SUBLEASE. Except as otherwise provided herein, Lessee shall not, without (a) Without the prior written consent of Lessor, which consent may be withheld in Lessor's sole discretion, Lessee shall not transfer or assign this Lease or sublease the Equipment or Leased Property or, subject to Sections 7(e) and 19(c), any part thereof (whether by operation of law or assign otherwise) or grant any concession or license within the Leased Property, and any attempt to do any of its rights hereunder or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to foregoing without Lessor's consent shall be operated by, any other Person exceptvoid. (ib) a corporation which Notwithstanding any consent by Lessor under this Section 16, the undersigned Lessee will remain jointly and severally liable (along with each approved assignee or subtenant, who shall have assumed automatically become liable for all the obligations of Lessee hereunder), and Lessor shall be permitted to enforce the provisions of this instrument directly against the undersigned Lessee and/or any assignee or sublessee without proceeding in any way against any other entity. -13- 14 (c) Any consent by Lessor to a particular assignment, sublease or other event specified in Section 16(a) hereof shall not constitute Lessor's consent to any other or subsequent assignment, sublease, or other event specified in Section 16(a) hereof. (d) Lessor shall have the right to transfer and assign, in whole or in part, by operation of law, or otherwise, its rights and obligations hereunder without any liability to Lessee and under the other Operative Documents and into which or with which Lessee shall have merged or consolidated or attorn to any party to which shall have acquired all or substantially all Lessor transfers the property of Lessee, in each case in accordance with Article XIV of the Participation Agreement and all applicable provisions of lawLeased Property; provided, however, that Lessee may, without the prior written consent of Lessor, sublease the Equipment or relinquish possession or use of the Equipment or any part thereof to, or permit the Equipment or any part thereof to be operated by, an Affiliate of Lessee; (ii) in the case of coal supplies located on the Site and intended to be burned in the Plant, any field warehouseman or other similar custodian in connection with financing such coal supplies under arrangements pursuant to which employees of Lessee are directly (but not necessarily exclusively) involved in such warehousing or storage operations as agents or employees of the principals providing such financing; (iii) the owner of the Plant at the time it is placed in service, or of any undivided interest therein, or any lessee of the Plant at the time it is placed in service or mortgagee of the Plant, or of upon any such undivided interestassignment, if such Person or Persons shall, in the case of any such use, possession or sublease, agree in writing with Owner Trustee and Indenture Trustee, in a manner satisfactory to Owner Trustee and Indenture Trustee, to abide by the provisions of this Lease relating to use, operation, maintenance and repair of the Equipment and assignee shall further agree that its rights as sublessee or user are subject and subordinate to this Lease and the Indenture; and (iv) PNGC, to the extent that it shall make arrangements with IPCO for use of the Facility after IPCO shall have exercised its rights under the Assumption Agreement; provided, however, that the assume all obligations of Lessee Lessor hereunder with respect to such rights assigned, such assignment shall be permitted by applicable law and such assignment shall not be affected in any way impair the Lessee's right or ability to lease and operate the Leased Properties or to otherwise utilize the Leased Properties in the manner permitted by any of the aforesaid arrangements. Lessor shall not assign or convey any of its right, title and interest in and to this Lease and the Equipment except as contemplated by or provided in this Lease, the Participation Agreement, the Trust Agreement, the Indenture, the Lease Assignment and the Assumption Agreement. The rights and obligations of Lessor and Lessee hereunder shall inure to the benefit of, and be binding upon, the permitted successors and assigns of Lessor and Lessee, respectively.