Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. (a) The Company may assign this Lease in whole or in part, without the necessity of obtaining the consent of the Trustee, subject, however, to each of the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iv) Such assignment shall include the entire then unexpired term of this Lease; and (v) The Company shall, promptly following the completion of any such assignment, furnish or cause to be furnished to the City and to the Trustee a true and complete copy of each such assignment and assumption of obligations, as the case may be. (b) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) In addition to Permitted Encumbrances, the Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act.

Assignment; Sublease. (a) The Company may assign this Lease in whole or in part, without the necessity of obtaining the consent of the Trustee, subject, however, to each of the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliateentity controlled by or under common control with or controlling the Company, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, duly xxxx executed and acknowledged by the assignor and in proper form for recording; (iv) Such assignment shall include the entire then unexpired term of this Lease; and (v) The Company shall, promptly following the completion of any such assignment, furnish or cause to be furnished to the City and to the Trustee a true and complete copy of each such assignment and assumption of obligations, as the case may be. (b) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) In addition to Permitted Encumbrances, the The Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act.

Assignment; Sublease. A. The provisions of this Lease Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Except as otherwise set forth in this Lease Agreement (a) The Company may including, but not limited to, Section 39), Lessee shall not assign this Lease Agreement or transfer any interest in whole or in part, same without the necessity of obtaining the consent of the Trustee, subject, however, to each of the following conditions: (i) The Company shall obtain the prior written consent of the Mayor of the City, provided, however, that Lessee may, without such written consent, from time to time, one or more times, sublease or grant rights to third parties to use all or parts of the Leased Premises for the purposes for which the Leased Premises are hereby let, specifically as detailed in Section 1 of this Lease Agreement. The Mayor of the City may withhold consent to an assignment or sublease for any or no reason, if such withholding of consent is deemed in the best interest of the City. No assignment or sublease approved by City or shall in any way release Lessee from its obligations hereunder. B. A transfer subject to the foregoing prohibition shall be deemed to include any attempt by Lessee to make or permit any voluntary or involuntary, total or partial, sale, lease, assignment, conveyance, mortgage, pledge, encumbrance, or other transfer of any or all of the Leased Premises, the improvements thereon, or transfer, convey or assign (i) any interest of a managing member, general partner, or controlling affiliate or stockholder (any such interest being referred to as a “Controlling Interest”) in the Lessee or (ii) a Controlling Interest in any entity which has a Controlling Interest in the Lessee. Any person to whom any Transfer is attempted without the consent of City (if applicable) shall have no claim, right or remedy whatsoever hereunder against City, and City shall have no duty to recognize any person claiming under or through the same. Notwithstanding the foregoing, Lessee shall have the right to transfer membership interests within Lessee without City's consent. C. Notwithstanding the foregoing, if (i) the members of the Lessee remove a managing member of the Lessee in accordance with the terms of Lessee’s Amended and Restated Operating Agreement or (ii) a Mortgagee removes or causes to be removed a managing member of Lessee in accordance with the terms of the Mortgagee’s loan documents, such removal shall not constitute a default under this Lease or require the consent of the City. Except in the event of removal of the existing affiliated managing member in accordance with the terms of Lessee’s Amended and Restated Operating Agreement, the members shall have the right to substitute an unaffiliated managing member only with the prior consent of City, which consent shall not be unreasonably withheld, conditioned withheld or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iv) Such assignment shall include the entire then unexpired term of this Lease; and (v) The Company shall, promptly following the completion of any such assignment, furnish or cause to be furnished to the City and to the Trustee a true and complete copy of each such assignment and assumption of obligationsprovided however that, as a condition of City consent, it may require a replacement managing member to execute such documents as City reasonably deems appropriate to evidence the case may be. (b) Any assignee of all the rights of the Company shall agree Lessee’s continuing obligations to be bound by the terms of this Lease, the Performance Agreement Lease and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company each and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bondsevery provisions thereof. (c) In addition to Permitted EncumbrancesD. Notwithstanding the foregoing, the Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required prior to (i) the Mortgage of the Leased Premises (or the leasehold equivalent thereof) to any Mortgagee not requiring consent, (ii) a transfer of the Leased Premises to a Mortgagee by foreclosure or transfer in respect lieu of foreclosure (or the leasehold equivalent thereof), or any further subletting thereunder if subsequent transfer by such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act.Mortgagee or third-party purchaser; or

Assignment; Sublease. (a) The Subject to Sections 10.4(c) and (d), the Company may assign shall have the right to assign, transfer, encumber or dispose of this Lease in whole or in partany interest therein or part thereof for any lawful purpose under the Act. With respect to any assignment, without the necessity of obtaining the consent of the Trustee, subject, however, to each of Company shall comply with the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iv2) Such assignment shall include the entire then unexpired term of this Lease; and (v3) A duplicate original of such assignment shall be delivered to the City and the Trustee within ten (10) days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or any part of the Project to one or more than one entity for any lawful purpose under the Act. The Company shall, promptly following within 10 days after the completion of any such assignmentdelivery thereof, furnish or cause to be furnished to the City and to the Trustee a true and complete correct copy of each such assignment and assumption sublease. Any sublease may provide, at the Company's option, that the City's consent shall not be required in respect of obligations, any further subletting thereunder if such further subletting is for a similar purpose as the case may beoriginal sublease and is for a purpose permissible under the Act. (bc) Notwithstanding the foregoing, the right of the Company to assign or sublease any interests in this Lease without the prior consent of the City shall only be made (i) to any Person whose senior long term debt, or the senior long term debt of an entity controlled by, under common control with or controlling such Person is rated at least Baa3 by Xxxxx'x Investors Service, Inc. (or any successor agency) or BBB- by Standard & Poors Rating Service (or any successor agency); (ii) so long as the Company shall remain secondarily liable, to any Person, or (iii) to an entity controlled by or under common control with or controlling the Company. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Grant Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Grant Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Grant Agreement or any agreement related to the issuance of the Bonds. (c) In addition to Permitted Encumbrances, the Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act.

Assignment; Sublease. (a) The Company may assign assign, transfer, encumber or dispose of this Lease in whole or in partany interest herein or part hereof for any lawful purpose under the Act. With respect to any assignment, without the necessity of obtaining the consent of the Trustee, subject, however, to each of Company shall comply with the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iv2) Such assignment shall include the entire then unexpired term of this Lease; and (v3) A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or any part of the Project Equipment to a single entity for any lawful purpose under the Act. The Company shall, promptly following within ten (10) days after the completion of any such assignmentdelivery thereof, furnish or cause to be furnished to the City and to the Trustee a true and complete correct copy of each such assignment and assumption sublease. Any sublease may provide, at the Company’s option, for further subletting by the sublessee thereunder, without the consent of obligationsthe City, if such further subletting is for a similar purpose as the case may beoriginal sublease and is for a purpose permissible under the Act. (bc) Notwithstanding the foregoing, the right of the Company to assign or sublease any interests in this Lease without the prior written consent of the City shall only apply to assignments made to an entity that satisfies the requirements of Section 10.7 hereof. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) In addition to Permitted Encumbrances, the Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act.

Assignment; Sublease. (a) The Company may assign assign, transfer, encumber or dispose of this Lease in whole or in partany interest therein or part thereof for any lawful purpose under the Act. With respect to any assignment, without the necessity of obtaining the consent of the Trustee, subject, however, to each of Company shall comply with the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iv2) Such assignment shall include the entire then unexpired term of this Lease; and (v3) The Company shall, promptly following the completion A duplicate original of any such assignment, furnish or cause to assignment shall be furnished delivered to the City and to the Trustee a true within 10 days after the execution thereof, together with an assumption agreement, duly executed and complete copy acknowledged by the assignee in proper form for recording, by which the assignee shall assume all of each such assignment the terms, covenants and assumption conditions of obligations, as this Lease on the case may bepart of the Company to be performed and observed. (b) Any assignee of all the rights of the The Company shall agree have the right to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of sublet all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) In addition to Permitted Encumbrances, the Company may sublet less than 10% part of the Project to a single entity for any lawful purpose under the Act without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the CityAct. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. (c) Notwithstanding the foregoing, the right of the Company to assign or sublease any interests in this Lease without the prior written consent of the City shall only apply to assignments made (A) to any entity whose long-term debt, or the long-term debt of an entity controlled by, under common control with or controlling such entity has at least a rating in any of the top three long term debt rating categories by any nationally recognized rating agency; (B) so long as the Company shall remain secondarily liable, to any such entity; or (C) to an entity controlled by or under common control with or controlling the Company, so long as such entity has a net worth of at least $5,000,000 at the time of such assignment or sublease. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease or any agreement related to the issuance of the Bonds.

Assignment; Sublease. (a) The Company Developer may assign assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in whole this Section, the Developer must obtain the City’s prior written consent before any such disposition, unless such disposition is to (i) any party related to the Developer or in partBalboa Real Estate Partners, without the necessity of obtaining the consent L.L.C. or by one of the Trusteerelationships described in Section 267(b) of the United States Internal Revenue Code of 1986, subjectas amended, however(ii) any party controlled by or under common control with the Developer or Balboa Real Estate Partners, L.L.C., (iii) any affiliated entity (including any joint venture) in which the Developer or Balboa Real Estate Partners, L.L.C. has an ownership interest, directly or indirectly or (iv) the Lender. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Developer in this Lease. (b) With respect to each of any assignment, the Developer or the Lender, as applicable, shall comply with the following conditions: (i) The Company the Developer shall obtain notify the prior written consent City of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment.writing; (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iviii) Such such assignment shall include the entire then unexpired term of this Lease; and (viv) The Company shall, promptly following the completion a duplicate original of any such assignment, furnish or cause to assignment shall be furnished delivered to the City and to the Trustee a true within 10 days after the execution thereof, together with an assumption agreement, duly executed and complete copy acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of each such assignment the terms, covenants and assumption conditions of obligations, as this Lease on the case may bepart of the Developer to be performed and observed. (bc) Any assignee of all the rights of the Company Developer shall agree to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company Developer and agreement by the assignee to be bound by the terms of this Lease, the Base Lease, the Development and Performance Agreement and any other documents related to the Bonds, the Company Developer shall be released from and have no further obligations under this Lease, the Base Lease, the Development and Performance Agreement or any agreement other document related to the issuance of the Bonds. (cd) In addition to Permitted EncumbrancesNotwithstanding the foregoing, the Company may sublet less than 10% Developer may, in its ordinary course of business, sublease all or portions of the Project to a single entity for any lawful purpose under the Act tenants without the prior consent of the CityCity so long as the Developer remains obligated to perform all of its obligations under this Lease, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City Base Lease and the Trustee a true Development and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the ActPerformance Agreement.

Assignment; Sublease. (a) The Company may assign shall have the right to assign, transfer, encumber or dispose of this Lease in whole or in partany interest therein or part thereof, without with the necessity of obtaining the written consent of the TrusteeCity, subjectfor any lawful purpose under the Act. With respect to any assignment, however, to each of the Company shall comply with the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii1) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iv2) Such assignment shall include the entire then unexpired term of this. Lease; (3) A duplicate original of such assignment shall be delivered to the City within ten (10) days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this LeaseLease on the part of the Company to be performed and observed; and (v4) The Company shall, promptly following At the completion time of any such assignment there shall be no damage or destruction to the Project which has not been repaired, restored and replaced in accordance with the provisions of this Lease, unless any funds then held by the Company for the purposes of such repair, restoration and replacement are simultaneously transferred to the assignee. Upon the satisfaction of the conditions set forth herein; the assignor shall be relieved of all further liability occurring on and after the effective date of such assignment. The consent of the City to any assignment, furnish transfer, encumbrance or cause to disposition described in this subsection (a) shall not be furnished to the City and to the Trustee a true and complete copy of each such assignment and assumption of obligations, as the case may beunreasonably withheld or .delayed. (b) Any assignee of all The Company shall have the rights right, with the written consent of the Company shall agree City, to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of sublet all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) In addition to Permitted Encumbrances, the Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act Act. The Company shall have the right, without the consent of the City, and may to sublet any greater portion part of the Project with to more than one entity in the prior written consent ordinary course of its business for any lawful purpose under the Act. No sublease of the CityProject shall release or discharge the Company from its primary liability for the payment of the Basic Rent and Additional Rent hereunder and the performance of each and all of the covenants and agreements herein contained, and its duties and obligations under this Lease s hall continue as if no such sublease had been made. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. If for any reason this Lease and the leasehold estate of the Company hereunder is terminated by the City by summary proceedings or otherwise in accordance with the terms of this Lease, the City covenants and agrees that such termination of this Lease shall not result in a termination of any sublease affecting the Project or any part or parts thereof and that they shall all continue for the duration of their respective terms and any extensions thereof as a direct lease between the City hereunder and the sublessee thereunder, with the same force and effect as if the City hereunder had originally entered into such sublease as landlord thereunder_ Any such sublessee shall not be named or joined in any action or proceeding by the City under this Lease to recover possession of the Project or for any other relief if such sublessee is not then in default under the terms of its sublease beyond any applicable grace period for curing the same. The City shall, upon request, execute, acknowledge and deliver such agreements evidencing and agreeing to the foregoing in a form reasonably satisfactory to the Company. Any consent of the City required by this subsection (b) shall not be unreasonably withheld or delayed.

Assignment; Sublease. (a) The Company may assign this Lease in whole or in part, without the necessity of obtaining the consent of the Trustee, subject, however, to each of the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliateentity controlled by or under common control with or controlling the Company, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall provide the City with advance written notice of such assignment. (ii) The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, duly xxxx executed and acknowledged by the assignor and in proper form for recording; (iv) Such assignment shall include the entire then unexpired term of this Lease; and (v) The Company shall, promptly following the completion of any such assignment, furnish or cause to be furnished to the City and to the Trustee a true and complete copy of each such assignment and assumption of obligations, as the case may be. (b) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. (c) In addition to Permitted Encumbrances, the The Company may sublet less than 10% of the Project to a single entity for any lawful purpose under the Act and allowed under this Lease without the consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act.

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