Common use of Assignment or Sublease Clause in Contracts

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee shall not at any time (iy) except as permitted by Section 6.1 hereof8.20, assign or transfer this Agreement nor Agreement, or (iiz) except for sublet the Sublease whole or any part of the Facility Facility, except to the Sublessee pursuant o to the Sublease Agreement, sublet without (1) providing the Facility, without Agency written notice of such intended use and/or occupancy before such use and/or occupancy actually occurs and (2) the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole or substantially in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Completed Improvements Rentable Square Footage shall be subleased by the LesseeLessee or the Sublessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or sublessee shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Sublessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the AgencyAgency (which consent shall not be unreasonably withheld, conditioned or delayed), amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (f) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee or the Sublessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee shall may not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for Agreement, or sublet the Sublease whole or any part of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding Agency and the foregoingTrustee; provided further, that if the Agency and the Trustee consent to any such assignment, transfer or subletting, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i1) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall nevertheless remain primarily liable to the Agency for the payment of all Rental Payments hereunder rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Security Document to which it shall be a party; , (iii2) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, and shall be qualified to do business in the State; , (iv3) in the Opinion of Counsel, such assignment, transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; Facility, (v5) such assignment, transfer or sublease shall not violate any provision of this Agreement Agreement, the Indenture or any other Project Security Document; , (vi6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty such space would be subleased by the Lessee (excluding Affiliates of the Lessee; ), (vii7) in the Opinion of Counsel, such assignment; , transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s 's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency and the Trustee that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and , (ix) 8) each such assignment, transfer or sublease contains such other provisions as the Agency or the Trustee may reasonably require, and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least thirty twenty (3020) days prior to the date of execution thereof. (b) . Any consent by the Agency or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency or the Trustee under the foregoing covenant by the Lessee. (c) . If the Facility or any part thereof is be sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s 's default in the payment of Rental Payments hereunder rent may, and is hereby empowered to, and the Lessee hereby grants the Agency an irrevocable power of attorney (coupled with an interest to) collect Rental Payments rent from the sublessee undertenant or occupant during the continuance of any such default. In case either of such eventevents, the Agency may apply the net amount received by it to the Rental Payments rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee In the event Tenant intends to assign this Lease or sublet the Leased Premises or any part thereof to a person or entity which controls, is controlled by or is under common control with Tenant (hereinafter, “Affiliate”), or an entity into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred (hereinafter, “Successor”), then Tenant shall not at any time (i) except as permitted by Section 6.1 hereofgive Landlord written notice of such intent. As used herein, assign or transfer this Agreement nor (ii) except for the Sublease “control” shall mean ownership of more than 50% of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent shares or beneficial interests of the Agencyentity in question, together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers, and an “assignment” shall be deemed to further include any transfer of Tenant’s interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise. Notwithstanding the foregoing, (x) the Lessee may Landlord’s consent to such a sublease any part of the Facility to an Affiliate or an assignment to a Successor (collectively, a “Permitted Transfer”) shall not be required, provided that, on reasonable prior notice before the consummation of the Lesseesuch Permitted Transfer (except where such prior notice is prohibited by applicable law, in which event such notice shall be provided promptly after such notice is permitted by applicable law, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and except where such prior notice is prohibited by a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the termsconfidentiality agreement, covenants and conditions of this Agreement and of any other Project Document to in which it event such notice shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee given as early as permitted thereunder and in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall events not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more later than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to after the date closing of execution thereof. (b) Any consent by the Agency to any act such transaction, provided that Landlord reserves all of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the its rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, hereunder in the event that such transaction does not satisfy the requirements for a Permitted Transfer hereunder), (i) Tenant shall furnish Landlord with reasonable evidence of such transaction, (ii) the transaction otherwise complies with the terms of this Lease, including without limitation this Section 4.06, and (iii) in the case of an assignment to a Successor, Tenant provides Landlord with reasonable evidence that the financial condition of the Lessee’s default in the payment of Rental Payments hereunder may, and Successor is hereby empowered to, collect Rental Payments from the sublessee equivalent to or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver better than that of the covenant herein against assignmentoriginal Tenant hereunder or such financial condition is otherwise reasonably satisfactory to Landlord, transfer or sublease of taking into account the then remaining obligations under this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the LesseeLease. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee shall not at any time assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or any part of the Facility (i) except to the Sublessee pursuant to the Sublease Agreement or any Affiliate of the Lessee or Sublessee approved by the Agency, in its sole discretion), except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee Tenant shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Total Improvements USF shall be subleased by the Lessee or the Sublessee and all such space shall be deemed for purposes of Section 5.1(i) to be Non- Qualified USF for which additional PILOT shall be paid by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or Tenant shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains Tenant Lease shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Agency provides its written consent, in its sole discretion, for the Lessee or the Sublessee to enter into a Tenant Lease for a portion of the Facility Realty, such consent will be subject to the following conditions and any additional conditions required by the Agency: (i) After giving effect to such Tenant Lease, not more than 20% of the Total Improvements USF will be used, in the aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) the Tenant Lease shall incorporate the Rider to Tenant Lease Agreement, substantially in the set forth as Exhibit P to this Agreement, executed by both the Lessee, as landlord, and the Tenant; (iv) the Lessee shall provide the Agency with an updated certification as required by Section 8.16(d) that includes Tenant Lease; (v) the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) the Tenant Lease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such Tenant Lease. (d) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of each Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit P hereto), (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in the Rider to Tenant Lease Agreement, and (iii) a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of such certification after the effective date of such Tenant Lease. (e) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Sublessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (df) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eg) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (h) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee or the Sublessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee shall not at any time assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or any part of the Facility (i) except to the Sublessee pursuant to the Sublease Agreement or any Affiliate of the Lessee or Sublessee approved by the Agency, in its sole discretion), except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee Tenant shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Total Improvements USF shall be subleased by the Lessee or the Sublessee and all such space shall be deemed for purposes of Section 5.1(i) to be Non-Qualified USF for which additional PILOT shall be paid by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or Tenant shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains Tenant Lease shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Agency provides its written consent, in its sole discretion, for the Lessee or the Sublessee to enter into a Tenant Lease for a portion of the Facility Realty, such consent will be subject to the following conditions and any additional conditions required by the Agency: (i) After giving effect to such Tenant Lease, not more than 20% of the Total Improvements USF will be used, in the aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) the Tenant Lease shall incorporate the Rider to Tenant Lease Agreement, substantially in the set forth as Exhibit P to this Agreement, executed by both the Lessee, as landlord, and the Tenant; (iv) the Lessee shall provide the Agency with an updated certification as required by Section 8.16(d) that includes Tenant Lease; (v) the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) the Tenant Lease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such Tenant Lease. (d) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of each Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit P hereto), (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in the Rider to Tenant Lease Agreement, and (iii) a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of such certification after the effective date of such Tenant Lease. (e) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Sublessee, any Existing Sublessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (df) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eg) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (h) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee or the Sublessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. 5.1 Lessee SHALL NOT ASSIGN, SUBLEASE, HYPOTHECATE, MORTGAGE, PLEDGE OR ENCUMBER, IN WHOLE OR IN PART, ITS RIGHTS UNDER THIS AGREEMENT OR ANY LEASE, OR ITS RIGHTS TO THE Equipment OR ANY ITEM, WITHOUT THE PRIOR WRITTEN CONSENT OF Lessor, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. Any action in contradiction hereto shall be null and void and without force or effect. Lessee may assign or sublease this Agreement or any Lease to any affiliate of Lessee, provided that such assignment or sublease shall not relieve Lessee of its obligations under this Agreement or such Lease. Lessor shall have the option to substitute itself for the assignee or subleasees under the terms of any proposed assignment or sublease. 5.2 Lessor may without notice to Lessee assign, sublease, hypothecate, mortgage, pledge or encumber, in whole or in part, its right, title and interest in and to this Agreement, any Lease or, subject to Lessee's rights hereunder, any Item. In the event of any such action by Lessor: (a) The upon notification by Lessor and request by an assignee, Lessee will make all payments of Rent and other amounts due hereunder directly to such assignee; (b) Lessee's obligations hereunder shall not at be subject to any time reduction, abatement, defense, set-off, counterclaim or recoupment for any reason whatsoever; (ic) except as permitted by Section 6.1 hereofLessee will not, assign or transfer this Agreement nor (ii) except for the Sublease after obtaining knowledge of any such assignment, consent to any modification of the Facility Agreement or any assigned Lease 5 without the consent of such assignee; (d) Lessor's assignee shall be entitled to such right, title and interest in the Sublessee pursuant o the Sublease Agreement, sublet Lease or Equipment as is set forth in Lessor's notification of assignment to Lessee; (e) Lessor's assignee shall have no right to modify the Facility, Lease without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, ; and (yf) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent Lessor shall not be construed as a waiver relieved of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency its obligations under the foregoing covenant by the LesseeLease. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. The Company shall not assign this Agreement or any part thereof, or sublet all or any portion of the Project Facilities, without the consent in writing of the Issuer in accordance with the provisions of Section XVII, inter alia, of the Ground Lease. No consent of the Trustee, the owners of the 1999 Series A Bonds or any other party to any such assignment or sublease shall be required. The consent of the Issuer shall not be required if the requirements of Section 6.01 hereof are satisfied. Additionally, the following conditions must be met as to any Sublease: (a) The Lessee sublease does not relieve the Company from liability for any of its obligations hereunder (without the Issuer's consent), and, so long as any 1999 Series A Bonds are Outstanding, in the event of any such sublease, the Company shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except continue to remain liable for the Sublease payment of the Facility amounts referred to in Section 4.03 and for performance and observance of the other covenants, warranties, representations and agreements on its part herein provided to be performed and observed to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may same extent as though no sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Acthad been made; (iib) the Lessee The sublessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed assume in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for Company hereunder to the payment of all Rental Payments nor for the full performance of all extent of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or subleaseinterest assigned; and (ixc) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignmentCompany shall, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or such sublease, or as modifying or limiting provide the rights of Issuer and the Agency under the foregoing covenant by the Lessee. Trustee with written notice thereof and promptly, but in any event no later than thirty (c30) If the Facility or days after any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it furnish or cause to be furnished to the Rental Payments herein provided, Issuer and no to the Trustee a true and complete copy of such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lesseesublease. (d) The Lessee covenants and agrees that it Issuer shall not, without the prior written consent receive a Favorable Opinion of Bond Counsel in respect of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Sectionproposed transaction. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, Lessee pursuant to the Sublease and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility solely as an Approved a warehouse or manufacturing facility in connection with industrial and/or commercial purposes and the Facility and a qualified "project" within the meaning of the Actshall not, in any manner, be utilized for retail uses; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility, except that the Sublease Agreement may be assigned as contemplated by any assignment, collateral or otherwise from the Lessee to the Bank Mortgagee all of the Lessee’s right, title and interest in and to the Sublease Agreement, including all sublease rentals, revenues and receipts therefrom, and the right to enforce all of the Lessee’s rights and remedies thereunder. (f) Notwithstanding any provision of this Agreement to the contrary, the Lessee may (i) until February 28, 2011 sublease a portion of the Facility not to exceed 5,000 square feet to Xxxxxx Power and Lighting Corp. (the “Xxxxxx Sublease”), provided that Xxxxxx and Power Lighting Corp. shall utilize such portion of the Facility solely as a warehouse or manufacturing facility in connection with industrial and/or commercial purposes and not, in any manner, for retail uses, (ii) sublease a portion of the Facility not to exceed 5,000 square feet to any tenant provided such tenant is not a Prohibited Person, provided that such tenant shall utilize such portion of the Facility solely as a warehouse or manufacturing facility in connection with industrial and/or commercial purposes and not, in any manner, for retail uses, and (iii) after the term of the Xxxxxx Sublease, sublease a portion of the Facility not to exceed 5,000 square feet provided such sublease satisfies the requirements set forth in subparagraphs (i) through (vii) of Section 9.3(a).

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of sublet the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, Lessee pursuant to the Sublease and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility solely as an Approved a warehouse or manufacturing facility in connection with industrial and/or commercial purposes and the Facility and a qualified "project" within the meaning of the Actshall not, in any manner, be utilized for retail uses; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility, except that the Sublease Agreement may be assigned as contemplated by any assignment, collateral or otherwise from the Lessee to the Mortgagee all of the Lessee’s right, title and interest in and to the Sublease Agreement, including all sublease rentals, revenues and receipts therefrom, and the right to enforce all of the Lessee’s rights and remedies thereunder. (f) (Reserved).

Assignment or Sublease. (a) The Lessee Tenant shall not at assign this Lease nor sublet nor encumber the demised premises or any time part thereof nor permit the demised premises or any part thereof to be used by others without the prior written consent in each instance of (i) except the Landlord, and as permitted by Section 6.1 hereoflong as the Bond and Mortgage shall remain unpaid, assign or transfer this Agreement nor (ii) except for the Sublease Authority, (iii) the Bank, and (iv) the "Holders" as that term is defined in Section 1.01 (b) of the Facility Bond Financing Agreement. (b) As conditions precedent to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without Landlord's consent (and provided Tenant shall have obtained the prior written consent of the Agency. Notwithstanding Authority, the foregoing, (x) Bank and the Lessee may sublease any part of Holders if the Facility to an Affiliate of the LesseeBond and Mortgage shall then remain unpaid, and (yif the assignment of lease or sublease shall contain the provisions required under the Bond Financing Agreement and the proposed assignee or subtenant has complied therewith) provided that with respect to each sublease under this Section 9.3: (i) the Lessee Tenant shall deliver to Landlord a fully executed copy of the Agency an Opinion assignment or sublease, as the case may be, in which the assignee shall assume performance of Counsel acceptable to each and all of the Agency to obligations of Tenant under this Lease or the effect subtenant shall agree that its tenancy under the sublease shall be subject to and subtenant will not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of violate the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the LesseeLease. (c) If the Facility Any assignment of this Lease or any part thereof is sublet sublease hereof shall not release or occupied by discharge Tenant from any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder mayliability under this Lease, and is hereby empowered to, collect Rental Payments from Tenant shall continue to be and shall remain liable for the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, full and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further faithful performance of the covenants herein contained all obligations on the part of Tenant hereunder. The consent of Landlord (and the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment ofAuthority, the Sublease Agreement or any sublease entered into in accordance with this Section. (eBank and the Holders) The limitations in this Section 9.3 on to an assignment or transfer of this Agreement and subletting in whole or in part of the Facility a sublease shall have equal application not be deemed a consent to any further assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facilityfurther sublease.

Assignment or Sublease. (a) The Lessee shall not at any time (i) assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or any part of the Facility or any Affiliate of the Lessee approved by the Agency, in its sole discretion), except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee Tenant shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Total Improvements USF shall be subleased by the Lessee and all such space shall be deemed for purposes of Section 5.1(i) to be Non-Qualified USF for which additional PILOT shall be paid by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or Tenant shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains Tenant Lease shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Agency provides its written consent, in its sole discretion, for the Lessee to enter into a Tenant Lease for a portion of the Facility Realty, such consent will be subject to the following conditions and any additional conditions required by the Agency: (i) After giving effect to such Tenant Lease, not more than 20% of the Total Improvements USF will be used, in the aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) the Tenant Lease shall incorporate the Rider to Tenant Lease Agreement, substantially in the form set forth as Exhibit P to this Agreement, executed by both the Lessee, as landlord, and the Tenant; (iv) the Lessee shall provide the Agency with an updated certification as required by Section 8.16(d) that includes Tenant Lease; (v) the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) the Tenant Lease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such Tenant Lease. (d) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of each Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit P hereto), (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in the Rider to Tenant Lease Agreement, and (iii) a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of such certification after the effective date of such Tenant Lease. (e) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Lessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (df) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eg) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (h) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, Lessee pursuant to the Sublease and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the SublesseeSublessee or Affiliates, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modifymodify in any material matter, terminate or assign, or to suffer any amendment, modificationmodification in any material manner, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility, except that the Sublease Agreement may be assigned as contemplated by any assignment, collateral or otherwise from the Lessee to the Mortgagee all of the Lessee’s right, title and interest in and to the Sublease Agreement, including all sublease rentals, revenues and receipts therefrom, and the right to enforce all of the Lessee’s rights and remedies thereunder.

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the LesseeLessee pursuant to the Sublease, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee shall not at any time assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or any part of the Facility (i) except to any Affiliate of the Lessee approved by the Agency, in its sole discretion), except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee Tenant shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Total Improvements USF shall be subleased by the Lessee and all such space shall be deemed for purposes of Section 5.1(i) to be Non-Qualified USF for which additional PILOT shall be paid by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or Tenant shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains Tenant Lease shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Agency provides its written consent, in its sole discretion, for the Lessee to enter into a Tenant Lease for a portion of the Facility Realty, such consent will be subject to the following conditions and any additional conditions required by the Agency: (i) After giving effect to such Tenant Lease, not more than 20% of the Total Improvements USF will be used, in the aggregate, by Tenants for Non-Qualified Uses; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) the Tenant Lease shall incorporate the Rider to Tenant Lease Agreement, substantially in the set forth as Exhibit P to this Agreement, executed by both the Lessee, as landlord, and the Tenant; (iv) the Lessee shall provide the Agency with an updated certification as required by Section 8.16(d) that includes Tenant Lease; (v) the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) the Tenant Lease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such Tenant Lease. (d) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of each Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit P hereto), (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in the Rider to Tenant Lease Agreement, and (iii) a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of such certification after the effective date of such Tenant Lease. (e) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Lessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (df) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or of any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eg) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (h) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee Except as expressly provided in this Section 5.6(a) below, Tenant shall not at voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively “Transfer”) or sublet all or any time (i) except as permitted by Section 6.1 hereof, assign part of Tenant’s interest in this Lease or transfer this Agreement nor (ii) except for in the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, Leased Premises without the Landlord’s prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility given under and subject to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on Section 5.6. Notwithstanding anything to the part of the Lessee to be kept contrary in this Lease, Tenant may, without Landlord’s prior written consent and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as without constituting an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer assignment or sublease shall not violate any provision hereunder, sublet the Premises or assign this Lease to (a) an entity controlling, controlled by or under common control with Tenant, (b) an entity related to Tenant by merger, consolidation or reorganization, or (c) a purchaser of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of substantially all of the termsTenant’s assets (each, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; “Permitted Transferee”); provided that: (viiii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to such assignment or sublease, Tenant delivers to Landlord a reasonably detailed description of the Permitted Transferee and the financial statements and other financial and background information of the Permitted Transferee; (ii) in the case of an assignment, the Permitted Transferee assumes, in full, the obligations of Tenant under this Lease (or in the case of a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion) pursuant to an assignment and assumption agreement (or a sublease, as applicable) reasonably acceptable to Landlord, a fully executed copy of which is delivered to Landlord within thirty (30) days following the effective date of execution thereofsuch assignment or subletting; (iii) Tenant remains fully liable under this Lease; (iv) the use of the Premises is pursuant to Section 1.16 of this Lease; (v) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Section 5.6 and will not violate any exclusive use covenant to which Landlord is bound; (vi) with respect to a subletting only, Tenant and such Permitted Transferee execute Landlord’s standard consent to sublease form; and (vii) Tenant is not in default under this Lease. (b) Any If Tenant desires to Transfer this Lease or any interest herein or sublet the Leased Premises or any part thereof, Tenant shall give Landlord a request for consent by to such transaction, in writing. Tenant’s written request for consent shall specify the Agency to any act of assignment, transfer date the proposed Transfer or sublease shall would be held effective and be accompanied by information pertinent to apply only Landlord’s determination as to the specific transaction thereby authorized. Such consent shall not be construed as a waiver financial and operational responsibility and appropriateness of the duty proposed assignee or subtenant, including, without limitation, its name, business and financial condition, financial details of the Lesseeproposed transfer, or the successors or assigns intended use (including any modification) of the LesseeLeased Premises, to obtain from and exact copies of all of the Agency consent to any proposed agreement(s) between Tenant and the proposed assignee or subtenant. Tenant shall promptly provide Landlord with (i) such other or subsequent assignmentadditional information or documents reasonably requested (within ten (10) days after receiving Tenant’s consent request) by Xxxxxxxx, transfer and (ii) an opportunity to meet and interview the proposed assignee or subleasesubtenant, or as modifying or limiting the rights of the Agency under the foregoing covenant if requested by the LesseeLandlord. (c) If Landlord shall have a period of thirty (30) days following such interview and receipt of all such additional information (or thirty (30) days from the Facility date of Tenant’s original notice if Landlord does not request additional information or any part thereof is sublet an interview) within which to notify Tenant in writing that Landlord elects either (i) to terminate this Lease as to the space so affected as of the effective date of the proposed Transfer or occupied sublease specified by any Person Tenant, in which event Landlord and Tenant will be relieved of all further obligations hereunder as to such space as of such date, other than the Lessee, the Sublessee, the Agency, in the event those obligations which survive termination of the Lessee’s default Lease, (ii) refuse consent (provided, if Landlord should fail to notify Tenant in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case writing of such eventelection within such 30-day period, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection Landlord shall be deemed a waiver to have elected to refuse consent), or (iii) to permit Tenant to Transfer this Lease or sublet such space to the proposed transferee. Xxxxxxxx’s consent to the proposed Transfer or sublease shall not be unreasonably withheld, conditioned or delayed so long as the use of the covenant herein against assignmentLeased Premises by such proposed assignee or subtenant would be a Permitted Use, transfer the proposed assignee or sublease subtenant is of sound and sufficient financial condition and has an acceptable credit history as determined by Landlord in its absolute and sole discretion, the business experience and quality of business operations of the proposed assignee or subtenant is comparable to Tenant, the reputation of the proposed assignee or subtenant (including any principals, members, partners or shareholders of such assignee or subtenant) is acceptable to Landlord in its absolute and sole discretion, the proposed assignee or subtenant executes such reasonable assumption documentation as Landlord shall require, and the proposed assignee or subtenant is not (x) already a tenant in the Building or (y) a party with whom Landlord has been discussing the leasing of space in the Building. In the event all or any one of the foregoing conditions are not satisfied (without limiting other factors that may be imposed by Landlord in connection with a requested Transfer or sublease), Landlord shall be considered to have acted reasonably if it withholds its consent. Without in any manner limiting the rights of Landlord, following any such termination by Landlord as permitted above, Landlord may lease the affected portion of the Leased Premises to the prospective assignee or subtenant proposed by Xxxxxx, without liability to Tenant. Failure by Landlord to approve a proposed subtenant or assignee shall not cause a termination of this AgreementLease. Tenant acknowledges and agrees that the provision of this Section 5.6 are not unreasonable standards or conditions for purposes of Section 1951.4 of the California Civil Code, as amended from time to time, under bankruptcy laws, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lesseefor any other purpose. (d) The Lessee covenants and agrees that it In the event Tenant shall not, without request the prior written consent of the AgencyLandlord to any Transfer or subletting hereunder, amendTenant shall pay Landlord a non-refundable processing fee of $1,250.00 and shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket costs and expenses, modifyincluding attorneys’ fees, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into incurred in accordance with connection therewith. All such fees shall be deemed Additional Rent under this SectionLease. (e) The limitations Any rent or other consideration realized by Tenant under any such Transfer or sublease in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part excess of the Facility Rent payable hereunder paid by Xxxxxx, shall have equal application be divided and paid as follows: fifty percent (50%) to Landlord and fifty percent (50%) to Tenant. (f) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of Tenant or of the beneficial ownership of Tenant shall constitute a change in control for this purpose. (g) The consent of Landlord to any assignment Transfer or transfer subletting shall not constitute a consent to any subsequent Transfer or subletting by Tenant or to any subsequent or successive Transfer or subletting by the assignee or subtenant. (h) No Transfer or subletting by Tenant shall relieve Tenant of any obligation under this Lease. In the event of default by an assignee or subtenant of Tenant or any successor of Xxxxxx in the performance of any of the Sublease Agreement and any sub-terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Any Transfer or subletting in whole made without Landlord’s consent or in part of which conflicts with the Facilityprovisions hereof shall be void and, at Landlord’s option, shall constitute a default under this Lease.

Assignment or Sublease. (a) The Lessee shall Tenant may not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the FacilityPremises, or any part thereof, or assign this Lease, without the Landlord's prior written consent, which consent of if given shall require as a minimum that the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3following conditions be satisfied: (i) Tenant shall give Landlord fifteen (15) days prior notice in writing, which writing shall set forth the Lessee shall deliver name and address of the assignee or subtenant, the rental to the Agency an Opinion be paid by said assignee or subtenant, together with a summary of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility all other material terms and a “project” under the Actconditions of said assignment or subletting; (ii) At the Lessee shall remain primarily liable to time of such assignment and/or subletting, this Lease must be in full force and effect without any material breach or default (after any cure period) thereunder on the Agency for the payment part of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a partyTenant; (iii) any In the case of an assignment, the assignee or transferee shall assume, by written recordable instrument, the due performance of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept Tenant's covenants, conditions and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the Stateobligations hereunder; (iv) any assigneeIn the case of a sublease, transferee or sublessee the subtenant shall utilize the Facility as an Approved Facility agree, by written recordable instrument, to take occupancy subject to this Lease and a qualified "project" within the meaning to perform all of the ActTenant's covenants, conditions and obligations hereunder; (v) A copy of the assignment or sublease and the original assumption agreement, in form and content satisfactory to Landlord and any mortgagee, fully executed and acknowledged by the assignee or subtenant, together with a certified copy of a properly executed corporate resolution, if applicable, authorizing and accepting such assignment, transfer subletting or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in partassumption agreement, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; delivered to Landlord not less than fifteen (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (3015) days prior to the effective date of execution thereofsuch assignment or subletting; and (vi) Such assignment or subletting shall be upon and subject to all of the terms and conditions of this Lease, and Tenant and any prior assignee or sublessee shall continue to be and remain primarily, jointly and severally liable hereunder for the due and full performance of the terms, conditions and obligations hereunder, including, but not limited to, payment of Rent. (b) Any Notwithstanding anything herein contained to the contrary and notwithstanding any prior consent by the Agency to any act of assignmentLandlord, transfer no subtenant or assignee shall further assign or sublease shall be held the Premises without fifteen (15) days prior notice to apply only to Landlord in each such instance and without compliance with the specific transaction thereby authorized. Such consent shall not be construed as a waiver provisions of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lesseethis Paragraph. (c) If In the Facility event that the Rent paid by said subtenant or any part thereof assignee to Tenant exceeds the Rent payable to Landlord under this Lease, such excess rent shall be called "Profit". Tenant shall deduct from the Profit (i) reasonable advertising, architectural, marketing, brokerage, legal, tenant fit-up and other expenses incurred by Tenant in connection with the sublease or assignment and not passed through by Tenant to the assignee or subtenant, (ii) the reasonable costs and expenses incurred by Tenant with respect to fitting-up the designated space to be assigned or sublet immediately prior thereto, and (iii) Rent paid by Tenant to Landlord under the Lease for the designated space after a 6-month period during which Tenant has advised Landlord to list such space for sublease or assignment with a licensed broker and the space remains not subject to a sublease or assignment. After making said deductions, Tenant shall pay fifty percent (50%) of the adjusted Profit to Landlord as Additional Rent. It is sublet or occupied by any Person other than the Lesseefurther understood that Tenant shall make available to Landlord, the Sublesseeupon request, the Agency, all records reflecting all deductible expenses and rental payments in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee a sublet or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it Notwithstanding the foregoing provisions of this Paragraph, Tenant shall nothave the right, without the prior written consent necessity of obtaining Landlord's consent, but subject to all other provisions of this Article XVI, to: (i) Sublet all or part of the AgencyPremises to any parent or affiliate of Tenant; (ii) Assign this Lease to any parent or affiliate of Tenant; or (iii) Assign this Lease to a corporation which succeeds to all or substantially all of the assets and business of Tenant or into which Tenant is merged, amendif the net worth of such corporation, modifyfollowing such assignment, terminate equals or assignexceeds the net worth of Tenant at the date hereof or immediately prior to such assignment, or to suffer whichever is greater; provided, however, that Tenant, at all times shall be and remain primarily, jointly and severally liable under this Lease despite any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Sectionsuch assignment. (e) The limitations in this Section 9.3 on assignment For the purposes of subparagraph (e) above, the term "affiliate" shall mean any company of which Tenant or transfer Tenant's parent now or hereafter owns and controls, directly or indirectly, twenty-five percent (25%) or more of the stock having the right to vote for, or appoint, directors thereof. For the purpose of this Agreement and subletting in whole definition, the stock so owned or in part controlled shall be deemed to include all stock owned or controlled directly or indirectly by any other company of which Tenant or Tenant's parent owns or controls, directly or indirectly, twenty-five percent (25%) or more of the Facility shall have equal application stock having the right to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facilityvote for directors thereof.

Assignment or Sublease. Subject to Lessee being a tenant in good standing hereunder, Lessee shall have the right, subject to Lessor's consent, to assign this lease to a franchise, joint venture partner, or any entity controlled by or under common control with Lessee, or to a corporation with which Lessee has merged or consolidated. Upon receipt of written notice from Lessee that it wishes to vacate the premises prior to the lease termination date, Lessor shall have ninety (a90) The days to recapture the space if it so desires. At the end of said ninety (90) day period, or sooner if agreed to by Lessor, Lessee may assign or sublease with Lessor's written consent but not at a rate greater than Lessee is then paying. Nothing contained herein, however, shall affect Lessee's obligations under this Lease, including without limitations, its obligations to pay rent. Dated February 14, 2001 Intermune (address) Harvard Investment Company 0000 Xxxxxxxx Xxxx (address) 000 Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxxx 00000 (city, state, zip code) Xxxxxxx Xxxx, Xx 00000 (city, state, zip code) By /s/ XXXXXXX X. XXXXXXXXXX XXXXXXX X. XXXXXXXXXX (individual) By /s/ XXXX X XXXXXX XXXX X XXXXXX 1. Lessee shall not at xxxx, drive nails, screw or drill into floors, walls, doors, woodwork, plaster or ceilings, or in anyway deface the premises or any time (i) except part thereof. Premises will be returned in the same condition received. 2. Lessor will direct workers as permitted by Section 6.1 hereofto where and how all computer, assign communication and telephone equipment is to be installed. No boring or transfer this Agreement nor (ii) except cutting for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, wires or equipment will be allowed without the prior written consent of the AgencyLessor. 3. Notwithstanding the foregoingNo unusual furniture, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lesseefreight, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the termspackages, covenants and conditions of this Agreement and supplies, equipment or merchandise of any other Project Document to which it kind shall be a party; (iii) any assignee or transferee of brought into the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, building without the prior written consent of Lessor and all moving of the Agency, amend, modify, terminate same into or assign, or to suffer any amendment, modification, termination or assignment of, out of the Sublease Agreement or any sublease entered into building shall be done in accordance with this Sectionsuch a time and in such manner as Lessor shall designate. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part 4. Lessee shall specify that all deliveries be made at the rear of the Facility building only. Under no circumstances are deliveries to be made or received at or through the front of the building. There shall not be used in the building any hand trucks except those equipped with rubber tires and side guards. In no event shall hand trucks be used on or about the front stairs or lobby of the building. 5. Lessee shall not overload the floor of the premises. Lessor shall have equal application the right to prescribe the weight size and position of all heavy objects brought into the building and also the times and manner of moving the same in and out of the building. Lessor may require Lessee to pay for any engineering and construction work it deems appropriate to strengthen floors. Lessor will not be responsible for loss of or damage to any assignment such property from any cause and all damage done to the building by moving or transfer maintaining such property shall be repaired at the expense of the Sublease Agreement and any sub-subletting in whole or in part of the FacilityLessee.

Assignment or Sublease. (a) The Lessee shall may not at any time (i) except as permitted by subject to Section 6.1 hereof, assign or transfer this Agreement nor Agreement, or (ii) except for sublet the Sublease whole or any part of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, any party without the prior written consent of the Agency and the Trustee (which consent of the Trustee shall not be unreasonably withheld or delayed), and the Bank (or, if all amounts owed to the Bank under the Reimbursement Agreement have been paid in full and the Letter of Credit shall no longer be in effect as permitted hereunder and under the Indenture, the Agency. Notwithstanding ); provided, that if the foregoingAgency, the Trustee and the Bank consent to any such assignment, transfer or subletting, (x1) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall nevertheless remain primarily liable to the Agency for the payment of all Rental Payments hereunder rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Security Document to which it shall be a party; , (iii2) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; , (iv3) in the Opinion of Counsel, such sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all rents nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Security Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any obligor under any other Security Document, (4) any assignee, transferee or sublessee shall be a corporation and shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; , (v5) such assignment, transfer or sublease shall not violate any provision of this Agreement or Agreement, the Indenture, any other Project Document; Security Document or the Reimbursement Agreement, (vi6) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty twenty-five percent (2025%) of the Facility Realty such space would be subleased sub-leased by the Lessee; , (vii7) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s 's obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency, the Trustee and the Bank (or, if all amounts owed to the Bank under the Reimbursement Agreement have been paid in full and the Letter of Credit shall no longer be in effect as permitted hereunder and under the Indenture, the Agency and the Trustee) that such insurance coverage shall in no manner be limited by reason of such assignmentsublease, transfer or sublease; and (ix) 8) each such sublease contains such other provisions as the Agency, the Trustee or the Bank (or, if amounts owed to the Bank under the Reimbursement Agreement have been paid in full and the Letter of Credit shall no longer be in effect as permitted hereunder and under the Indenture, the Agency or the Trustee) may reasonably requirerequire and (9) in the opinion of Nationally Recognized Bond Counsel, such assignment, transfer or sublease shall not cause the interest on the Bonds to be includable in gross income for Federal income tax purposes. The Lessee shall furnish or cause to be furnished to the Agency Agency, the Bank and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) . Any consent by the Agency Agency, the Bank or the Trustee to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency Agency, the Bank and the Trustee consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency Agency, the Bank or the Trustee under the foregoing covenant by the Lessee. (c) . If the Facility or any part thereof is shall be sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s 's default in the payment of Rental Payments hereunder rent may, and is hereby empowered to, collect Rental Payments rent from the sublessee undertenant or occupant during the continuance of any such default. In case either of such eventevents, the Agency may apply the net amount received by it to the Rental Payments rent herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant under-tenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) . The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, not to amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, any previously consented to sublease, without the Sublease Agreement prior written consent of the Agency. The existing or any sublease entered into in accordance with this Section. (e) The limitations in contemplated subtenants, if any, listed on Schedule C hereof are hereby approved by the Agency pursuant to the terms of this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility9.3.

Assignment or Sublease. (a) The Lessee shall not at any time (i) assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or substantially all of the Facility, except for the Master Lease or the Existing Sublease and except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (ii) any assignee or transferee of the Lessee or Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iii) any assignee, transferee or Tenant shall utilize the Facility as the Approved Facility and a qualified “project” within the meaning of the Act; (iv) such assignment, transfer or Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (v) such Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such assignment, transfer or sublease; (vi) any such assignee, transferee or Tenant shall deliver to the Agency an Opinion the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of Counsel such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (vii) each such Tenant Lease shall contain such other provisions as the Agency may reasonably require; and (viii) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) The Lessee shall have the right to enter into Tenant Leases for less than all or substantially all of the Improvements from time to time without the consent of the Agency, subject to the following conditions: (i) After giving effect that to such Tenant Lease, not more than 20% of the sublease shall not cause Total Improvements USF will be used, in the Facility to cease being an Approved Facility and a “project” under the Act;aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of Tenant Lease shall incorporate the Facility shall have assumed in writing (and shall have executed and delivered Rider to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performedTenant Lease Agreement, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process substantially in the Stateform set forth as Exhibit P to this Agreement, andexecuted by both the Lessee, if a corporationas landlord, shall be qualified to do business in and the StateTenant (except for Sections 1 and 2 thereof); (iv) any assignee, transferee or sublessee the Tenant Lease shall utilize the Facility as an Approved Facility and include a qualified "project" within the meaning description of the ActTenant's operations and intended use of the leased premises; (v) such assignment, transfer or sublease the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s 's obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; andTenant Lease. (ixc) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause enter into Tenant Leases for at least eighty percent (80%) of the Total Improvements USF with Tenants that are required to be furnished use the Improvements for a Qualified Use and otherwise in compliance with the requirements of Section 8.9(b) by the twelfth (12th) month anniversary of the termination of the Existing Sublease if such Existing Sublease is terminated. (d) The Lessee shall not enter into Tenant Leases for more than twenty percent (20%) of the Total Improvements USF with Tenants for use as Non-Qualified Use. (e) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of any such assignmenteach Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit P hereto), transfer or sublease (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in substantially final form at least thirty the Rider to Tenant Lease Agreement, and (30iii) days prior to a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of execution thereofsuch certification after the effective date of such Tenant Lease. (bf) Any consent by the Agency to any act of assignment, transfer or sublease of all or substantially all of the Facility shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (dg) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Existing Sublease Agreement or any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eh) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of any Tenant Lease that is a sublease of the Sublease Agreement and any Facility previously approved by the Agency or a sub-subletting in whole or in part of the Facility. (i) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee with respect to the Facility shall be deemed a Tenant Lease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Prior to the date that the Project Work is completed (as evidenced by the Agency’s receipt of the certificate delivered by the Lessee shall pursuant to Section 3.3(f)), the Lessee may not at any time (i) except as permitted by Section 6.1 hereof, transfer or assign or transfer its interest under this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, except (w) as set forth in Section 8.9(g) hereof or (x) to an entity that is Controlled by Brookfield Office Properties Inc., so long as the Specified Conditions (as defined below) are satisfied. The Lessee may, without the consent of the Agency, (y) assign this Agreement, the Ground Lease, and the other Project Documents from and after the date that the Project Work is completed (as evidenced by the Agency’s receipt of the certificate delivered by the Lessee may sublease any part pursuant to Section 3.3(f)) or (z) sublet all or substantially all of the Facility to an Affiliate of the LesseeRealty, and (y) provided that with respect to each sublease under this Section 9.3in either case the following conditions (collectively, the “Specified Conditions”) are satisfied: (i) in the case of an assignment of this Agreement and the other Project Documents: (1) Except in the case of an assignment in connection with Sections 8.20 or 11.3 of this Agreement or where the assignee otherwise assumes all of the Lessee’s obligations under this Agreement and the other Project Documents (in which event after such assignment and assumption, the original Lessee shall deliver will be relieved of any obligations or liabilities hereunder, except for those accruing prior to the Agency an Opinion date of Counsel acceptable to the Agency to assignment and assumption (unless the effect that assignee expressly assumes the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) same)), the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii2) any assignee or transferee of the Lessee or any sublessee in whole of the Facility this Agreement shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement Agreement, the Ground Lease, and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (ivii) any assignee, transferee or sublessee shall utilize the Facility Realty as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viii) such assignment, transfer or sublease shall not violate any provision of this Agreement Agreement, the Ground Lease, or any other Project Document; (viiv) with respect to any subletting in part, the term case of each such a sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) all or substantially all of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignmentRealty; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixv) each such for either an assignment of this Agreement or sublease contains such other provisions of all or substantially all of the Facility Realty (not including Tenant Leases for individual condominium units); (1) any assignee or sublessee shall utilize the Facility Realty as the Approved Facility and a qualified “project” within the meaning of the Act; (2) such assignment or sublease shall not violate any provision of this Agreement, the Ground Lease, or any other Project Document; (3) any such assignee or sublessee shall deliver to the Agency may reasonably require. The the Required Disclosure Statement in form and substance satisfactory to the Agency; (4) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer assignment or sublease in substantially final form at least thirty ten (3010) days prior to the date of execution thereof; and (5) the assignee or sublessee and the Principals thereof shall not: (A) be in default or in breach, beyond any applicable grace period, of its obligations under any written agreement with the Agency or the City, unless such default or breach has been waived in writing by the Agency or the City, as the case may be; (B) have been convicted of a misdemeanor related to truthfulness and/or business conduct in the past five (5) years; (C) have been convicted of a felony in the past ten (10) years; (D) have received formal written notice from a federal, state or local governmental agency or body that such Person is currently under investigation for a felony criminal offense; or (E) have received written notice of default in the payment to the City of any taxes, sewer rents or water charges, which have not been paid, unless such default is currently being contested with due diligence in proceedings in court or other appropriate forum. (b) Upon the request of the Lessee, the Agency shall execute any amendments, modifications and/or restatements of this Agreement, the Company Lease and the other Project Documents as shall be reasonably required in connection with any assignment. Any consent by the Agency to any act of assignment, transfer assignment or sublease of all or substantially all of the Facility Realty shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer assignment or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If all or substantially all of the Facility or any part thereof Realty is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the such sublessee or occupant during the continuance of any such defaultEvent of Default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or constitute the acceptance sublease of all or substantially all of the undertenant or occupant as tenant, Facility Realty or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the providing prior written consent of notice to the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or of any sublease of all or substantially all of the Facility Realty entered into in accordance with this SectionSection (not including Tenant Leases for individual condominium units). (e) The limitations in For purposes of this Section 9.3 on assignment 8.9, any license or transfer other right of possession or occupancy granted by the Lessee with respect to all or substantially all the Facility Realty (not including Tenant Leases for individual condominium units) shall be deemed a sublease subject to the provisions of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the FacilitySection 8.9.

Assignment or Sublease. (a) Consent by Landlord). The Lessee following paragraph is hereby added to Section 17.A: “Notwithstanding this Section 17.A above, but subject to this paragraph below, so long as Cavium, Inc., a Delaware corporation, is the Tenant under this Lease, Tenant shall not at have the right to permit the occupancy of the Building by the employees of any time of Tenant’s customers or service providers, provided that (i) except as permitted by Section 6.1 hereofsuch individuals (individually a “Business Related Occupant”, assign or transfer this Agreement nor and collectively the “Business Related Occupants”) shall not occupy a separately demised portion of the Building (other than open air cubicles), and no demising walls shall be constructed within the Building to separate any of the Business Related Occupants from other occupants of the Building; (ii) except for such occupancy is not in connection with any assignment or sublease; (iii) such occupancy is not a subterfuge by Tenant to avoid its obligations under this Lease or the Sublease of the Facility restrictions on Transfers pursuant to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, this Section 18; (xiv) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that no rent or other consideration shall be charged by Tenant with respect to each sublease under this Section 9.3: such occupancy; (iv) the Lessee Business Related Occupants do not occupy, in the aggregate at any given time, more than fifteen percent (15%) of the rentable square footage of the Building; (vi) such occupancy shall deliver otherwise be subject to all of the Agency an Opinion terms and conditions of Counsel acceptable to this Lease; (vii) Tenant shall be liable for violations by any of the Agency to Business Related Occupants of the effect that the sublease shall not cause the Facility to cease being an Approved Facility terms and a “project” under the Act; conditions of this Lease; and (iiviii) the Lessee Tenant shall remain primarily fully responsible and liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for Tenant under the payment of all Rental Payments nor for Lease. In no event shall the full performance of all of the terms, covenants and conditions Business Related Occupants have any rights under this Lease. A breach or violation of this Agreement or Lease by a Business Related Occupant which is not cured within any cure period expressly granted by this Lease shall constitute an Event of Default by Tenant under this Lease. The failure of any other Project Document Business Related Occupant to which vacate the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days Premises prior to the date expiration or termination of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection this Lease shall be deemed a waiver holding over by Tenant without Landlord’s consent. If the right to occupy granted by Tenant to any of the covenant herein against assignmentBusiness Related Occupants is evidenced by a written agreement, transfer or sublease Tenant shall deliver a copy of this Agreement, or constitute the acceptance such agreement to Landlord prior to allowing such Business Related Occupant to occupy any portion of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the LesseePremises. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.”

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o to the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee shall not at any time assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or any part of the Facility (i) except to any Affiliate of the Lessee approved by the Agency, in its sole discretion), except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee Tenant shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Total Improvements USF shall be subleased by the Lessee and all such space shall be deemed for purposes of Section 3.1(i) of the Uniform Project Agreement to be Non-Qualified USF for which additional PILOT shall be paid by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or Tenant shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains Tenant Lease shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Agency provides its written consent, in its sole discretion, for the Lessee to enter into a Tenant Lease for a portion of the Facility Realty, such consent will be subject to the following conditions and any additional conditions required by the Agency: (i) After giving effect to such Tenant Lease, not more than 20% of the Total Improvements USF will be used, in the aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) the Tenant Lease shall incorporate the Rider to Tenant Lease Agreement, substantially in the form set forth as Exhibit Q to this Agreement, executed by both the Lessee, as landlord, and the Tenant; (iv) the Lessee shall provide the Agency with an updated certification as required by Section 8.16(d) that includes Tenant Lease; (i) the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (ii) the Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such Tenant Lease. (d) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of each Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit Q hereto), (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in the Rider to Tenant Lease Agreement, and (iii) a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of such certification after the effective date of such Tenant Lease. (e) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (df) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or of any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eg) The limitations in For purposes of this Section 9.3 on assignment 8.9, any license or transfer other right of this Agreement and subletting in whole possession or in part of occupancy granted by the Lessee with respect to the Facility shall have equal application be deemed a sublease subject to any assignment or transfer the provisions of the Sublease Agreement and any sub-subletting in whole or in part of the Facilitythis Section 8.9.

Assignment or Sublease. (a) The Lessee Xxxxxx agrees that it shall not at any time (i) except as permitted by Section 6.1 hereof, assign this lease or transfer sublease the Leased Premises during the term of this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, Lease without the prior express written consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed. Xxxxxx agrees to respond to any request by Xxxxxx to sublet the AgencyLeased Premises within ten (10) business days of receiving said request. Lessor shall act in good faith and not unreasonably withhold approval to sublease the Leased Premises or assign this lease to another party. Notwithstanding anything to the foregoingcontrary contained in this Lease to the contrary, (x) Lessee shall have the Lessee may sublease right to assign this Lease or sublet all or any part of the Facility Leased Premises without the consent of Lessor to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii1) any assignee entity resulting from a merger or transferee of the consolidation with Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform organization purchasing all or substantially all of the terms of this Agreement on the part of the Lessee to be kept and performedLessee's assets, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv2) any assigneeentity succeeding to all or substantially all the business and assets of Lessee, transferee (3) any subsidiary, affiliate or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning parent of the Act; Lessee, (v4) such assignmentany entity controlling, transfer controlled by or sublease shall not violate any provision of this Agreement under common control with Lessee, or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given dateentity resulting from the reorganization of Lessee outside of a bankruptcy reorganization. In such event, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason notify Lessor of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least within thirty (30) business days prior after such transfer. For purposes of this Lease "control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. Xxxxxx agrees that ten percent (10%) of any rent received as part of a sublease of the Leased Premises above the rent amount for this Lease shall be paid over to the date of execution thereofLessor. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Prior to the date that the Project Work is completed (as evidenced by the Agency’s receipt of the certificate delivered by the Lessee shall pursuant to Section 3.3(f)), the Lessee may not at any time (i) except as permitted by Section 6.1 hereof, transfer or assign or transfer its interest under this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, except (w) as set forth in Section 8.9(g) hereof or (x) to an entity that is Controlled by The Related Companies, L.P., Mitsui Fudosan America, Inc. or Oxford Properties Group, so long as the Specified Conditions (as defined below) are satisfied. The Lessee may, without the consent of the Agency, (y) assign this Agreement and the other Project Documents from and after the date that the Project Work is completed (as evidenced by the Agency’s receipt of the certificate delivered by the Lessee may sublease any part pursuant to Section 3.3(f)) or (z) sublet all or substantially all of the Facility to an Affiliate of the LesseeRealty, and (y) provided that with respect to each sublease under this Section 9.3in either case the following conditions (collectively, the “Specified Conditions”) are satisfied: (i) in the case of an assignment of this Agreement and the other Project Documents: (1) Except in the case of an assignment in connection with Sections 8.20 or 11.3 of this Agreement or where the assignee otherwise assumes all of the Lessee’s obligations under this Agreement and the other Project Documents (in which event after such assignment and assumption, the original Lessee shall deliver will be relieved of any obligations or liabilities hereunder, except for those accruing prior to the Agency an Opinion date of Counsel acceptable to the Agency to assignment and assumption (unless the effect that assignee expressly assumes the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) same)), the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii2) any assignee or transferee of the Lessee or any sublessee in whole of the Facility this Agreement shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (ivii) any assignee, transferee or sublessee shall utilize the Facility Realty as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viii) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (viiv) with respect to any subletting in part, the term case of each such a sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) all or substantially all of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignmentRealty; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixv) each such for either an assignment of this Agreement or sublease contains such other provisions of all or substantially all of the Facility Realty (not including Tenant Leases for individual condominium units); (1) any assignee or sublessee shall utilize the Facility Realty as the Approved Facility and a qualified “project” within the meaning of the Act; (2) such assignment or sublease shall not violate any provision of this Agreement or any other Project Document; (3) any such assignee or sublessee shall deliver to the Agency may reasonably require. The the Required Disclosure Statement in form and substance satisfactory to the Agency; (4) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer assignment or sublease in substantially final form at least thirty ten (3010) days prior to the date of execution thereof; and (5) the assignee or sublessee and the Principals thereof shall not: (A) be in default or in breach, beyond any applicable grace period, of its obligations under any written agreement with the Agency or the City, unless such default or breach has been waived in writing by the Agency or the City, as the case may be; (B) have been convicted of a misdemeanor related to truthfulness and/or business conduct in the past five (5) years; (C) have been convicted of a felony in the past ten (10) years; (D) have received formal written notice from a federal, state or local governmental agency or body that such Person is currently under investigation for a felony criminal offense; or (E) have received written notice of default in the payment to the City of any taxes, sewer rents or water charges, which have not been paid, unless such default is currently being contested with due diligence in proceedings in court or other appropriate forum. (b) Upon the request of the Lessee, the Agency shall execute any amendments, modifications and/or restatements of this Agreement, the Company Lease and the other Project Documents as shall be reasonably required in connection with any assignment. Any consent by the Agency to any act of assignment, transfer assignment or sublease of all or substantially all of the Facility Realty shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer assignment or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If all or substantially all of the Facility or any part thereof Realty is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the such sublessee or occupant during the continuance of any such defaultEvent of Default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or constitute the acceptance sublease all or substantially all of the undertenant or occupant as tenant, Facility Realty or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the providing prior written consent of notice to the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or of any sublease of all or substantially all of the Facility Realty entered into in accordance with this SectionSection (not including Tenant Leases for individual condominium units). (e) The limitations in For purposes of this Section 9.3 on assignment 8.9, any license or transfer other right of possession or occupancy granted by the Lessee with respect to all or substantially all the Facility Realty (not including Tenant Leases for individual condominium units) shall be deemed a sublease subject to the provisions of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the FacilitySection 8.9.

Assignment or Sublease. (a) The Lessee shall not at any time assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or any part of the Facility (i) except to the Sublessee pursuant to the Sublease Agreement or any Affiliate of the Lessee or Sublessee approved by the Agency, in its sole discretion), except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee Tenant shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Total Improvements USF shall be subleased by the Lessee or the Sublessee and all such space shall be deemed for purposes of Section 5.1(i) to be Non-Qualified USF for which additional PILOT shall be paid by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or Tenant shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains Tenant Lease shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Agency provides its written consent, in its sole discretion, for the Lessee or the Sublessee to enter into a Tenant Lease for a portion of the Facility Realty, such consent will be subject to the following conditions and any additional conditions required by the Agency: (i) After giving effect to such Tenant Lease, not more than 20% of the Total Improvements USF will be used, in the aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) the Tenant Lease shall incorporate the Rider to Tenant Lease Agreement, substantially in the set forth as Exhibit Q to this Agreement, executed by both the Lessee, as landlord, and the Tenant; (iv) the Lessee shall provide the Agency with an updated certification as required by Section 8.16(d) that includes Tenant Lease; (v) the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) the Tenant Lease shall in no way diminish or impair the Lessee's obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such Tenant Lease. (d) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of each Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit P hereto), (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in the Rider to Tenant Lease Agreement, and (iii) a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of such certification after the effective date of such Tenant Lease. (e) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee or any Existing Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Sublessee, any Existing Sublessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (df) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eg) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (h) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee or the Sublessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee shall not at any time assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or any part of the Facility (i) except to the Sublessee pursuant to the Sublease Agreement or any Affiliate of the Lessee or Sublessee approved by the Agency, in its sole discretion), except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee Tenant shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Total Improvements USF shall be subleased by the LesseeLessee or the Sublessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or Tenant shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains Tenant Lease shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Agency provides its written consent, in its sole discretion, for the Lessee or the Sublessee to enter into a Tenant Lease for a portion of the Facility Realty, such consent will be subject to the following conditions and any additional conditions required by the Agency: (i) After giving effect to such Tenant Lease, not more than 20% of the Total Improvements USF will be used, in the aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) the Tenant Lease shall incorporate the Rider to Tenant Lease Agreement, substantially in the set forth as Exhibit P to this Agreement, executed by both the Lessee, as landlord, and the Tenant; (iv) the Lessee shall provide the Agency with an updated certification as required by Section 8.16(d) that includes Tenant Lease; (v) the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) the Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such Tenant Lease. (d) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of each Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit P hereto), (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in the Rider to Tenant Lease Agreement, and (iii) a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of such certification after the effective date of such Tenant Lease. (e) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Sublessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (df) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eg) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (h) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee or the Sublessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee agrees that it shall not at any time (i) except as permitted by Section 6.1 hereof, assign this lease or transfer sublease the Leased Premises during the term of this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, Lease without the prior express written consent of the Agency. Notwithstanding the foregoingLessor, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease which shall not cause the Facility be unreasonably withheld, conditioned or delayed. Lessor agrees to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable respond to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the request by Lessee to be kept and performed, shall be jointly and severally liable with sublet the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" Leased Premises within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior of receiving said request. Lessor shall act in good faith and not unreasonably withhold approval to sublease the Leased Premises or assign this lease to another party. Notwithstanding anything to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only contrary contained in this Lease to the specific transaction thereby authorized. Such consent contrary, Lessee shall not be construed as a waiver have the right to assign this Lease or sublet all or any part of the duty Leased Premises without the consent of Lessor to (1) any entity resulting from a merger or consolidation with Lessee or any organization purchasing all or substantially all of Lessee’s assets, (2) any entity succeeding to all or substantially all the business and assets of Lessee, (3) any subsidiary, affiliate or parent of Lessee, (4) any entity controlling, controlled by or under common control with Lessee, or the successors or assigns of the Lessee, to obtain (5) any entity resulting from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights reorganization of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event Lessee outside of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such defaulta bankruptcy reorganization. In case of such event, Lessee shall notify Lessor of such transfer within fifteen (15) days after such transfer. For purposes of this Lease “control” shall mean the Agency may apply possession, direct or indirect, of the net power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. Lessee agrees that ten percent (10%) of any rent received as part of a sublease of the Leased Premises above the rent amount received by it for this Lease shall be paid over to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the LesseeLessor. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee 12.1 Tenant shall not at any time (i) except as permitted by Section 6.1 hereofnot, assign directly or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facilityindirectly, without the prior written consent of the Agency. Notwithstanding the foregoing, Landlord (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of unreasonably withheld), assign this Lease or any interest herein or sublease the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility Premises or any part thereof is sublet thereof, or occupied permit the use or occupancy of the Premises by any Person person or entity other than Tenant; provided, however, Landlord's withholding of consent shall be conclusively presumed reasonable if: (a) the Lesseefinancial condition of the proposed transferee is not suitable to perform the obligations being assumed by it hereunder; or (b) the proposed use of the Premises (i) is not permitted hereunder or under any Legal Requirements, the Sublessee, the Agency, or (ii) is other than office use (except in the event case of a sublease of the Lessee’s default in portions of the payment of Rental Payments hereunder may, Premises to be used for an employee cafeteria and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it child care center to the Rental Payments herein provided, and no such collection shall be deemed a waiver operators of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it those facilities). This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord. Any of the Agencyforegoing acts without such prior written consent of Landlord shall be void and shall, amendat the option of Landlord, modifyconstitute a default that entitles Landlord to terminate this Lease. Notwithstanding the foregoing, terminate Landlord hereby consents to any sublease or assignassignment to any direct or indirect wholly-owned subsidiary of either Tenant or ICG Communications, Inc., a Delaware corporation or to any surviving corporation resulting from a merger with Tenant, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in corporation as part of the Facility shall have equal application acquisition of all or substantially all of the assets and business of Tenant (collectively, a "Corporate Successor"), provided such sublease or assignment otherwise complies with this Article 12, and provided further that Landlord does not approve any such sublease or assignment in connection with a merger or acquisition if the net worth or creditworthiness of such subtenant or assignee is, in Landlord's reasonable judgment, less than that of Tenant prior to such merger or acquisition transaction. Tenant agrees that the instrument by which any assignment or transfer sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the Sublease Agreement and any sub-subletting covenants to be performed by Tenant under this Lease (in whole or in part the case of a sublease, only insofar as such covenants relate to the portion of the FacilityPremises subject to such sublease) as and when performance is due after the effective date of the assignment or sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain liable for the performance by any assignee or subtenant of all such covenants. 12.2 If Landlord consents in writing, Tenant may complete the intended assignment or sublease subject to the following covenants: (a) no assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises or any part thereof until an executed duplicate original of such assignment or sublease, in compliance with section 12.1, has been delivered to Landlord, (b) no assignee or subtenant shall have a right further to assign or sublease. 12.3 No assignment or sublease whatsoever shall release Tenant from Tenant's obligations and liabilities under this Lease or alter the primary liability of Tenant to pay all rent and to perform all obligations to be paid and performed by Tenant. The acceptance of rent by Landlord from any other person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. Consent to one assignment or sublease shall not be deemed consent to any subsequent assignment or sublease. If any assignee, subtenant or successor of Tenant defaults in the performance of any obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee, subtenant or successor. Landlord may consent to subsequent assignments or subleases or amendments or modifications to this Lease with assignees, subtenants or successors of Tenant, without notifying Tenant or any successor of Tenant and without obtaining any consent thereto from Tenant or any successor of Tenant, and such action shall not release Tenant from liability under this Lease.

Assignment or Sublease. (a) The Lessee Company shall not at any time time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor Agreement, or (ii) except for the Sublease of the Facility with respect to the Sublessee pursuant o the Sublease Agreementsublease to Runway Hotel Tenant Corp., sublet the whole or any part of the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3:that (i) the Lessee Company shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee Company shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee Company or any sublessee sublease in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee Company to be kept and performed, shall be jointly and severally liable with the Lessee Company for the performance thereof, shall be subject to service of process in the State, and, if a foreign corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee sublease shall utilize the Facility as an Approved Facility and a qualified "“project" ” within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the LesseeCompany; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee Company for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee Company shall be a party, party nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) each such sublease shall in no way diminish or impair the LesseeCompany’s obligation to carry (or cause to be carried) the insurance required under Section 4.5 of this Agreement and the Lessee Company shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee Company shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the LesseeCompany, or the successors or assigns of the LesseeCompany, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the LesseeCompany. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the SublesseeCompany, the Agency, in the event of the LesseeCompany’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee Company from the further performance of the covenants herein contained on the part of the LesseeCompany. (d) The Lessee Company covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or of any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The 5.1 LESSEE SHALL NOT ASSIGN, SUBLEASE, HYPOTHECATE, MORTGAGE, PLEDGE OR ENCUMBER, IN WHOLE OR IN PART, ITS RIGHTS UNDER THIS AGREEMENT OR ANY LEASE, OR ITS RIGHTS TO THE EQUIPMENT OR ANY ITEM, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. Any action in contradiction hereto shall be null and void and without force or effect. Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, may assign or transfer sublease this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease or any part of the Facility Lease to an Affiliate affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer assignment or sublease shall not violate any provision relieve Lessee of its obligations under this Agreement or such Lease. Lessor shall have the option to substitute itself for the assignee or sublessee under the terms of any other Project Document;proposed 4 assignment or sublease. (vi) with respect 5.2 Lessor may without notice to any subletting Lessee assign, sublease, hypothecate, mortgage, pledge or encumber, in whole or in part, its right, title and interest in and to this Agreement, any Lease or, subject to Lessee's rights hereunder, any Item. In the term event of each any such sublease does not exceed five action by Lessor: (5a) years upon notification by Lessor and at any given daterequest by an assignee, no more than an aggregate Lessee will make all payments of twenty percent Rent and other amounts due hereunder directly to such assignee; (20%b) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease 's obligations hereunder shall not legally impair in be subject to any respect the obligations of the reduction, abatement, defense, set-off, counterclaim or recoupment for any reason whatsoever; (c) Lessee for the payment of all Rental Payments nor for the full performance of all of the termswill not, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy after obtaining knowledge of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights modification of the Agency under the foregoing covenant by the Lessee. (c) If the Facility Agreement or any part thereof is sublet or occupied by any Person other than assigned Lease without the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case consent of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. assignee; (d) The Lessee covenants Lessor's assignee shall be entitled to such right, title and agrees that it interest in the agreement, Lease or Equipment as is set forth in Lessor's notification of assignment to Lessee; (e) Lessor's assignee shall not, have no right to modify the Lease without the prior written consent of Lessee; and (f) Lessor shall not be relieved of its obligations under the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this SectionLease. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the LesseeLessee or the Sublessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.

Assignment or Sublease. (a) The Lessee shall not at any time (i) assign or transfer this Agreement, or enter into a Tenant Lease to sublet to a Tenant all or substantially all of the Facility, except for the Existing Sublease and except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (ii) any assignee or transferee of the Lessee or Tenant under a Tenant Lease for all or substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iii) any assignee, transferee or Tenant shall utilize the Facility as the Approved Facility and a qualified “project” within the meaning of the Act; (iv) such assignment, transfer or Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (v) such Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be diminished or impaired by reason of such assignment, transfer or sublease; (vi) any such assignee, transferee or Tenant shall deliver to the Agency an Opinion the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of Counsel such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (vii) each such Tenant Lease shall contain such other provisions as the Agency may reasonably require; and (viii) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or Tenant Lease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) The Lessee shall have the right to enter into Tenant Leases for less than all or substantially all of the Improvements from time to time without the consent of the Agency, subject to the following conditions: (i) After giving effect that to such Tenant Lease, not more than twenty percent (20%) of the sublease shall not cause Total Improvements USF will be used, in the Facility to cease being an Approved Facility and a “project” under the Act;aggregate, by Tenants for Non-Qualified Uses. (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of Tenant Lease shall incorporate the Facility shall have assumed in writing (and shall have executed and delivered Rider to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performedTenant Lease Agreement, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process substantially in the Stateform set forth as Exhibit M to this Agreement, andexecuted by both the Lessee, if a corporationas landlord, shall be qualified to do business in and the StateTenant; (iv) any assignee, transferee or sublessee the Tenant Lease shall utilize the Facility as an Approved Facility and include a qualified "project" within the meaning description of the ActTenant’s operations and intended use of the leased premises; (v) such assignment, transfer or sublease the Tenant Lease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease Tenant Lease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish furnish, upon request, written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; andTenant Lease. (ixc) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause enter into Tenant Leases for at least eighty percent (80%) of the Total Improvements USF with Tenants that are required to be furnished use the Improvements for a Qualified Use and otherwise in compliance with the requirements of Section 8.9(b); provided however, upon the termination of the Existing Sublease for any reason the Lessee shall (1) immediately notify the Agency of such termination, and (2) enter into another Tenant Lease in compliance with the requirements of this Section 8.9 by the sixth (6) month anniversary of the termination of the Existing Sublease. (d) The Lessee shall not enter into Tenant Leases for more than twenty percent (20%) of the Total Improvements USF with Tenants for use as Non-Qualified Use. (e) Upon request by the Agency, an Authorized Representative of the Lessee shall provide to the Agency (i) a fully executed copy of any such assignmenteach Tenant Lease (including the Rider to Tenant Lease Agreement set forth in Exhibit M hereto), transfer or sublease (ii) the XXXXX certificate evidencing that the Tenant has satisfied the insurance requirements set forth in substantially final form at least thirty the Rider to Tenant Lease Agreement, and (30iii) days prior to a certificate of an Authorized Representative of the Lessee certifying that the Lessee is in compliance with Section 8.9 hereof as of the date of execution thereofsuch certification after the effective date of such Tenant Lease. (bf) Any consent by the Agency to any act of assignment, transfer or sublease of all or substantially all of the Facility shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (dg) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Existing Sublease Agreement or any sublease other Tenant Lease entered into in accordance with this SectionSection in a manner inconsistent with the requirements set forth herein. (eh) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of any Tenant Lease that is a sublease of the Sublease Agreement and any Facility previously approved by the Agency or a sub-subletting in whole or in part of the Facility. (i) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee with respect to the Facility shall be deemed a Tenant Lease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee Except as otherwise expressly permitted herein, none of the Lessees shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor (ii) except for the Sublease Agreement, or sublet all or substantially all of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, Realty without in each case the prior written consent of the Agency. Notwithstanding Agency (which consent may be unreasonably withheld); provided, that, in the foregoingevent the Agency shall provide such consent, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3: (i) the Lessee Lessees shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall nevertheless remain primarily liable to the Agency for the payment of all Rental Payments hereunder rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document or Project Document to which it they shall be a party; , (iiiii) any assignee or transferee of any of the Lessee Lessees, or any sublessee in whole of all or substantially all of the Facility shall have assumed in writing (and Realty, shall have executed and delivered to the Agency and the Trustee an instrument instrument, in form for recording) , in and by which the assignee, transferee or sublessee shall have assumed in writing and have agreed to keep and perform all of the terms of this Agreement (and of each other Project Document or Security Document to which the Lessees shall be a party) on the part of the Lessee Lessees to be kept and performed, shall be jointly and severally liable with the Lessee Lessees for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; , (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "project" within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (viiiii) in the Opinion of Counsel, such assignment; assignment or transfer or sublease shall not legally impair in any respect cause the obligations of the Lessee Lessees for the payment of all Rental Payments rents nor for the full performance of all of the terms, covenants and conditions of this Agreement Agreement, or of any other Security Document or Project Document to which the Lessee Lessees shall be a party, nor impair to cease to be legal, valid and binding on and enforceable against the Lessees, (iv) any assignee, transferee or limit sublessee shall utilize the Facility Realty as a qualified "project" as defined in any respect the obligations of any Guarantor under Act and for the Guaranty general purposes specified in the recitals to this Agreement; , (viiiv) such sublease assignment or transfer shall not violate any provision of this Agreement, the Indenture or any other Security Document or Project Document, (vi) such assignment or transfer shall in no way diminish or impair the Lessee’s Lessees' obligation to carry the insurance required under Section 4.5 4.4 of this Agreement and the Lessee Lessees shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment or transfer, and (vii) each such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency or the Trustee may reasonably requirerequire (notice of which the Agency or the Trustee shall provide to the Lessees within twenty (20) days following the request for their consent). The Lessee Lessees shall furnish or cause to be furnished to the Agency and the Trustee a copy of any such assignment, transfer or sublease in substantially final form at least thirty fifteen (3015) days prior to the date of execution thereof. (b) The Lessees shall have the right to sublet (subject to the provisions of Section 6.17 hereof) portions of the Facility Realty to one or more Non-Qualified Users not in excess of the Maximum Sublet Space (as defined in Section 6.17(b) hereof) of the Facility Realty, provided in each case that (i) no such sublessee is a Prohibited Person, (ii) the Lessees shall remain liable to the Agency for the payment of all rent and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Security Document or Project Document to which they shall be a party, (iii) any sublessee shall utilize the Facility Realty as a qualified "project" as defined under the Act, and (iv) prior to the entering into of such sublease, the Lessees shall have delivered to the Agency: (A) a copy of the proposed sublease indicating the proposed term (which shall not be later than December 31, 2011), all renewal options, and the amount of rentable square feet to be sublet, (B) the identity of the proposed subtenant and the identity of its principal officers, and, if not a publicly traded corporation, the identity of its principal stockholders, and the proposed use of the space to be sublet, (C) evidence reasonably satisfactory to the Agency that such sublease will not diminish or impair the obligation of the Lessees to carry the insurance required under Section 4.4 hereof, and that such insurance coverage shall in no manner be limited by such sublease, and (D) evidence reasonably satisfactory to the Agency that the subtenant is not a Prohibited Person. In the event the Agency shall reasonably request additional information with respect to the proposed sublease or subtenant, the Lessees shall deliver such information to the Agency promptly after such request. In the event the Agency shall not consent to the proposed sublease, the Lessees may effect the release of the proposed sublet space as provided in Section 6.17. (c) The Lessees shall not have the right to sublet all or any part of the Tenant Improvements, Facility Equipment, Maintenance Contracts or Leased Personalty to any Person without the prior written consent of the Agency. (d) Any consent by the Agency or the Trustee to any act of assignmentassignment or transfer of this Agreement, transfer or sublease in whole or in part of the Facility Realty or the Project Property, shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the LesseeLessees, or the successors or assigns of any of the LesseeLessees, to obtain from the Agency and the Trustee consent to any other or subsequent assignmentassignment or transfer of this Agreement, transfer or subleasesublease in whole or in part of the Facility Realty or the Project Property, or as modifying or limiting the rights of the Agency under or the foregoing covenant by Trustee or the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event obligations of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in Lessees under this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility9.3.

Assignment or Sublease. (a) The Lessee shall not at any time (iy) except as permitted by Section 6.1 hereof8.20, assign or transfer this Agreement nor Agreement, or (iiz) except for sublet the Sublease whole or any part of the Facility Facility, except to the Sublessee pursuant o to the Sublease Agreement, sublet Agreement without (1) providing the Facility, without Agency written notice of such intended use and/or occupancy before such use and/or occupancy actually occurs and (2) the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee or any sublessee in whole or substantially in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, transferee or sublessee shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, part of the term of each such sublease does not exceed five (5) years and at any given dateFacility, no more than an aggregate of twenty percent (20%) of the Facility Realty would Completed Improvements Rentable Square Footage shall be subleased by the LesseeLessee or the Sublessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viiivi) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) any such assignee, transferee or sublessee shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) each such sublease contains shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the Sublessee, any sublessee or any occupant during the continuance of any such default. In case of such eventevents, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, assignment or transfer or sublease of this Agreement, or sublease in whole or in part of the Facility, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the AgencyAgency (which consent shall not be unreasonably withheld, conditioned or delayed), amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 8.9 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility. (f) For purposes of this Section 8.9, any license or other right of possession or occupancy granted by the Lessee or the Sublessee with respect to the Facility shall be deemed a sublease subject to the provisions of this Section 8.9.

Assignment or Sublease. (a) The Lessee shall not at any time (i) except as permitted by Section 6.1 hereof, assign or transfer this Agreement nor or (ii) sublet the whole or any part of the Facility, except for pursuant to the Sublease of the Facility to the Sublessee pursuant o Agreement or as permitted by the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, (x) the Lessee may sublease any part of the Facility to an Affiliate of the Lessee, and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iii) any assignee or transferee of the Lessee or any sublessee in whole of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iv) any assignee, transferee or sublessee shall utilize the Facility as an Approved Facility and a qualified "“project" ” within the meaning of the Act; (v) such assignment, transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (vi) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lessee; (vii) in the Opinion of Counsel, such assignment; transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited by reason of such assignment, transfer or sublease; and (ix) each such sublease contains such other provisions as the Agency may reasonably require. The Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility, except that the Sublease Agreement may be assigned as contemplated by any assignment, collateral or otherwise from the Lessee to the Mortgagee all of the Lessee’s right, title and interest in and to the Sublease Agreement, including all sublease rentals, revenues and receipts therefrom, and the right to enforce all of the Lessee’s rights and remedies thereunder.

Assignment or Sublease. (a) The Lessee shall not at any time (i) assign or transfer this Agreement, or sublet all or any part of the Facility, except as permitted by Section 6.1 hereof8.20, assign and subject to (1) providing the Agency written notice of such intended assignment, transfer or transfer this Agreement nor sublease before it actually occurs and (ii2) except for the Sublease of the Facility to the Sublessee pursuant o the Sublease Agreement, sublet the Facility, without the prior written consent of the Agency. Notwithstanding the foregoing, Agency (x) such consent to be requested by the Lessee may sublease any part of the Facility to an Affiliate Agency in the form prescribed by the Agency, and such consent of the LesseeAgency to take into consideration the Agency’s policies as in effect from time to time), and (y) provided that with respect to each sublease under this Section 9.3that: (i) the Lessee shall deliver to the Agency an Opinion of Counsel acceptable to the Agency to the effect that the sublease shall not cause the Facility to cease being an Approved Facility and a “project” under the Act; (ii) the Lessee shall remain primarily liable to the Agency for the payment of all Rental Payments hereunder and for the full performance of all of the terms, covenants and conditions of this Agreement and of any other Project Document to which it shall be a party; (iiiii) any assignee or transferee of the Lessee for all or any sublessee in whole substantially all of the Facility shall have assumed in writing (and shall have executed and delivered to the Agency an instrument in form for recording) and have agreed to keep and perform all of the terms of this Agreement and each other Project Document on the part of the Lessee to be kept and performed, shall be jointly and severally liable with the Lessee for the performance thereof, shall be subject to service of process in the State, and, if a corporation, shall be qualified to do business in the State; (iviii) any assignee, assignee or transferee or sublessee shall utilize the Facility as an the Approved Facility and a qualified "“project" ” within the meaning of the Act; (viv) such assignment, assignment or transfer or sublease shall not violate any provision of this Agreement or any other Project Document; (viv) with respect to any subletting in part, the term of each such sublease does not exceed five (5) years and at any given date, no more than an aggregate of twenty percent (20%) of the Facility Realty would be subleased by the Lesseereserved; (viivi) in the Opinion of Counsel, such assignment; , transfer or sublease shall not legally impair in any respect the obligations of the Lessee for the payment of all Rental Payments nor for the full performance of all of the terms, covenants and conditions of this Agreement or of any other Project Document to which the Lessee shall be a party, nor impair or limit in any respect the obligations of any Guarantor under the Guaranty Agreement; (viii) such sublease shall in no way diminish or impair the Lessee’s obligation to carry the insurance required under Section 4.5 of this Agreement 8.1 and the Lessee shall furnish written evidence satisfactory to the Agency that such insurance coverage shall in no manner be limited diminished or impaired by reason of such assignment, transfer or sublease; and; (ixvii) each any such assignee, transferee or sublessee shall deliver to the Agency the Required Disclosure Statement in form and substance satisfactory to the Agency, provided that if any modification to the form of such Required Disclosure Statement is not acceptable to the Agency acting in its sole discretion, then the Lessee shall be in default under this Agreement; (viii) any such sublease contains shall contain such other provisions as the Agency may reasonably require. The ; and (ix) the Lessee shall furnish or cause to be furnished to the Agency a copy of any such assignment, transfer or sublease in substantially final form at least thirty (30) days prior to the date of execution thereof. (b) Any consent by the Agency to any act of assignment, transfer or sublease shall be held to apply only to the specific transaction thereby authorized. Such consent shall not be construed as a waiver of the duty of the Lessee, or the successors or assigns of the Lessee, to obtain from the Agency consent to any other or subsequent assignment, transfer or sublease, or as modifying or limiting the rights of the Agency under the foregoing covenant by the Lessee. (c) If the Facility or any part thereof is sublet or occupied by any Person other than the Lessee, the Sublessee, the Agency, in the event of the Lessee’s default in the payment of Rental Payments hereunder may, and is hereby empowered to, collect Rental Payments from the sublessee or occupant during the continuance of any such default. In case of such event, the Agency may apply the net amount received by it to the Rental Payments herein provided, and no such collection shall be deemed a waiver of the covenant herein against assignment, transfer or sublease of this Agreement, or constitute the acceptance of the undertenant or occupant as tenant, or a release of the Lessee from the further performance of the covenants herein contained on the part of the Lessee. (d) The Lessee covenants and agrees that it shall not, without the prior written consent of the Agency, amend, modify, terminate or assign, or to suffer any amendment, modification, termination or assignment of, the Sublease Agreement or any sublease entered into in accordance with this Section. (e) The limitations in this Section 9.3 on assignment or transfer of this Agreement and subletting in whole or in part of the Facility shall have equal application to any assignment or transfer of the Sublease Agreement and any sub-subletting in whole or in part of the Facility.