Common use of Assignments and Subleases Clause in Contracts

Assignments and Subleases. (a) So long as Tenant is a non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the unrestricted right to assign this Lease or sublet all or any part of the Premises without the consent of Landlord, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion. No assignment of this Lease shall be effective unless and until Landlord shall have received an executed counterpart of such assignment, in recordable form, under which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruing. (b) Furthermore, Landlord’s written consent shall be required as a condition to the consummation of any “Corporate Reorganization” by Tenant. A “Corporate Reorganization” shall mean any transaction or series of transactions pursuant to which Tenant (i) converts into, or merges with and into, any entity other than a corporation, or (ii) is no longer an entity of the type described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Assignments and Subleases. (a) So long as Tenant is a non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, Neither party shall have the unrestricted right to voluntarily assign this Lease or sublet all or any part of the Premises without the consent of Landlord, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease without the prior written consent of Landlordthe other party, unless the assignment is to a partnership in which may be granted or withheld in Landlord’s sole discretion. No assignment one of the parties to this Lease shall be effective unless and until Landlord shall have received an executed counterpart of such assignment, in recordable form, under which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruingis a general partner. (b) FurthermoreIn the event that either party to this Lease wishes to assign this Lease to a corporation or other entity, Landlord’s which does not fall into subsection (a) above, said party shall provide the other party with written notice of such intent. Said written notice shall describe the financial structure and assets of the potential assignee in sufficient detail to permit the noticed party to evaluate the effect of the assignment on its interest in this Lease and the even-dated Agreement For the Purchase and Sale of Electricity executed by the parties hereto. The noticed party shall have thirty (30) days from its receipt of the notice to consent or refuse to consent to the assignment. Failure to give written consent or refusal within said thirty-day period shall be required deemed consent by the noticed party. In no event shall consent to any assignment be unreasonably withheld. (c) In the event Lessee is contemplating an assignment such as described in subsection (b) above, Lessor shall have a condition prior right to regain Lessee's rights under the Lease, together with any and all related improvements, at the price and on the terms of the intended assignment. Lessor may exercise this right by notifying Lessee of its intent to do so by the end of the thirty-day period described in subsection (b) above. Such notice shall also be deemed a refusal of consent to the consummation assignment of any “Corporate Reorganization” by TenantLessee's rights to a third party. A “Corporate Reorganization” Subject to the provisions of this Paragraph, all obligations hereunder shall mean any transaction or series of transactions pursuant to which Tenant (i) converts intobe binding upon, or merges with and intoevery benefit hereof shall inure to, any entity other than a corporationthe heirs, or (ii) is no longer an entity executors, administrators, successors and assigns of the type described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amendedrespective parties hereto.

Assignments and Subleases. (a) So long Except as otherwise provided in this Section 9, the Tenant is a non-profit entity of agrees to neither assign or in any way encumber this lease, nor to sublet the type described in Section 501(c)(3) of the Internal Revenue code of 1986Demised Premises, as amended, Tenant, and its successors and assigns, shall have the unrestricted right to assign this Lease or sublet all or any part of thereof, nor to permit the Premises without the consent of LandlordDemised Premises, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986thereof, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheldused by others, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease without obtaining the prior written consent of Landlordthe Landlord in each instance, which may will not be granted unreasonably withheld, conditional or withheld in Landlord’s sole discretion. No assignment of this Lease shall be effective unless and until Landlord shall have received an executed counterpart of such assignment, in recordable form, under which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruingdelayed. (b) FurthermoreSo long as no event of default shall have occurred and be continuing hereunder, Landlord’s written the Tenant may assign this lease without the need for Landlord consent to any corporation into which the Tenant may be merged or with which the Tenant may be consolidated, or to which all or substantially all of the Tenant's assets shall be required as transferred, provided that such corporation shall have a condition net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the consummation Landlord of any “Corporate Reorganization” assignment under this Section 9(b), and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation to agree to be bound by and to perform all of the Tenant's obligations hereunder. A “Corporate Reorganization” The Tenant shall pay to the Landlord fifty percent (50%) of all profit derived by the Tenant from such assignment or sublease in accordance with the provisions of Section 9(c) below. (c) In the event of an approved assignment or sublease, Landlord shall be entitled to receive 50% of the Profits actually received by Tenant pursuant to such approved sublease or assignment. Whenever Landlord is entitled to share in any excess income resulting from an assignment or sublease of the Demised Premises, the following shall constitute the definition of the Profits: Profits, as that term is used or described in the lease, shall mean any transaction the gross revenue received from the assignee or series of transactions pursuant to which Tenant sublessee during the sublease term or during the assignment, less: (i) converts into, the gross revenue paid to Landlord by Tenant during the period of the sublease term or merges with and into, any entity other than a corporation, or during the assignment; (ii) is no longer an entity the gross revenue paid to Landlord by Tenant for all days the portion of the type described Demised Premises in Section 501(c)(3) question was vacated from the date that Tenant first vacated that portion of the Internal Revenue Code Demised Premises until the date the assignee or sublessee was to pay rent; (iii) any improvement allowance or other economic concessions (planning allowance, moving expenses, etc.) paid; (iv) lease takeover payments; (v) costs of 1986, as amendedadvertising the space for sublease or assignment; (vi) unamortized cost of initial and subsequent improvements to the Demised Premises by Tenant; and (vii) real estate brokerage commissions. (d) No assignment or subletting of this lease shall relieve the Tenant of any of the tenant's obligations under this lease.

Assignments and Subleases. (a) So long as Tenant is a non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, a. Neither party shall have the unrestricted right to voluntarily assign this Lease or sublet all or any part of the Premises without the consent of Landlord, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease without the prior written consent of Landlordthe other party, unless the assignment is to a partnership in which one of the parties to this Lease is a general partner. b. In the event that either party to this Lease wishes to assign this Lease to a corporation or other entity, which may be granted or withheld in Landlord’s sole discretion. No assignment of this Lease does not fall into subsection (a) above, said party shall be effective unless and until Landlord shall have received an executed counterpart provide the other party with written notice of such assignment, intent. Such written notice shall describe the financial structure and assets of the potential assignee in recordable form, under which sufficient detail to permit the assignee shall have assumed noticed party to evaluate the effect of the assignment on its interest in this Lease and agreed the even-dated Agreement For The Purchase and Sale of Electricity executed by the parties hereto. The noticed party shall have thirty (30) days from its receipt of the notice to perform and observe consent or refuse to consent to the covenants and conditions in this Lease contained on Tenant’s part assignment. Failure to be performed and observed. Upon compliance with this paragraph each assignor give written consent or refusal within said thirty-day period shall be released from all liability hereunder thereafter accruingdeemed consent by the noticed party. In no event shall consent to any assignment be unreasonably withheld. c. In the event Lessee is contemplating an assignment such as described in subsection (b) Furthermoreabove, Landlord’s Lessor shall have a prior right to regain Lessee's rights under the Lease, together with any and all related improvements, at the price and on the terms of the intended assignment. Lessor may exercise this right by notifying Lessee of its intent to do so by the end of the thirty-day period described in subsection (b) above. Such notice shall also be deemed a refusal of consent to the assignment of Lessee's rights to a third party. Subject to the provisions of this paragraph, all obligations under this Lease as amended shall be binding upon, and every benefit hereof shall inure to, the heirs, executors, administrators, successors, and assigns of the respective parties thereto. d. Subject to subsections (a), (b), and (c) above, which refer to a complete assignment of interest, from time to time and with prior written notice to Lessor and without Lessor's consent, Lessee's leasehold estate in the leased land and Lessee's right, title and interest as tenant in the Lease as amended may be assigned for security purposes and be encumbered by one or more deeds of trust, mortgages, security agreements, sale-and-leaseback arrangements, leveraged leases or other security instruments or devices to secure a debt or debts or other similar obligation or obligations. e. From time to time and with the prior written consent shall be required as a condition of the Lessor, the Lessee or its Sublessee may enter into Subleases of the leased property. Any Sublessee may with notice to the consummation Lessor and the Lessee but without their consent may encumber its subleasehold interest by one or more deeds of any “Corporate Reorganization” trust, mortgages, security agreements, sale-and-leaseback arrangements, leveraged leases or other security instruments or devices to secure a debt or debts or other similar obligation or obligations. 3. Lessor hereby grants to Lessee and its successors, assigns and sublessees the right to use the easement, 45.0 feet in width described in that certain Basement Agreement dated October 18, 1971, and recorded November 3, 1971, as Document No. 224422 at Book 589, page 533 in the Official Records of Washoe County, Nevada, for roadway and electric utility purposes over, upon and across the property described therein and subject to the terms thereof, which Easement Agreement is attached hereto as Exhibit C and made a part hereof. 4. It is expressly understood and agreed by Tenantthe parties hereto that this Amendment is supplemental to the Lease. A “Corporate Reorganization” shall mean any transaction or series of transactions pursuant to which Tenant (i) converts into, or merges with It is further understood and into, any entity other than a corporation, or (ii) is no longer an entity agreed that all of the type described in Section 501(c)(3) terms, conditions and provisions of the Internal Revenue Code of 1986this Lease, as amended, unless specifically modified herein, are to apply to this Amendment and are made a part of this Amendment as though they were expressed, incorporated and included herein.

Assignments and Subleases. (a) So long as Tenant is a nonSubtenant shall not assign, mortgage, pledge or otherwise encumber this Sublease or any interest herein (including any assignment by operation of law), or sub-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the unrestricted right to assign this Lease or sublet all or any part of the Sublet Premises (any of the foregoing, a “transfer”) without the prior written consent in each instance of Sublessor and, if required by the Prime Lease, Landlord, subjectwhich consent, however, to in the provisions case of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assignsSublessor, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant Sublessor shall not otherwise assignbe deemed to have unreasonably withheld its consent to a proposed transfer if such consent is withheld because, sublet inter alia: (i) Subtenant is then in default of this Sublease, following applicable notice and the expiration of applicable cure periods, or transfer an event has occurred which, with the giving of notice or passage of time, or both, would constitute a default hereunder (unless such occurrence shall be cured prior to the commencement date of the proposed transfer); or (ii) any notice of termination of this Sublease or termination of Subtenant’s rights under this Sublease shall have been validly given; or (iii) either the portion of the Sublet Premises which Subtenant proposed to sublease, or the remaining portion of the Sublet Premises, or the means of ingress and egress to either the portion of the Sublet Premises which Subtenant proposed to sublease or the remaining portion of the Sublet Premises, or the proposed use of the Sublet Premises or any portion thereof by the proposed assignee or subtenant will violate any Laws or would not conform with the use provisions set forth in the Prime Lease without or Section 5 of this Sublease; or (iv) in the prior written consent reasonable judgment of Sublessor, the proposed transferee is of a character or reputation or is engaged in a business which would be harmful to the image and reputation of the Building, Sublessor, or Landlord, or the proposed transferee is not financially capable of performing its obligations under the terms of this Sublease; or (v) the proposed transferee is a governmental entity (or subdivision or agency thereof) or is an occupant of the Building for whom Sublessor or Landlord has available for lease space similar in size and otherwise reasonably comparable to that which may Subtenant is proposing to transfer to such occupant of the Building and such occupant of the Building would accept the space being offered by Sublessor or Landlord if the space which Subtenant is offering were not available; or (vi) notwithstanding Subtenant’s continuing primary liability under this Sublease, as set forth in this Section 10, any assignee fails to assume all of the obligations of Subtenant under this Sublease, or the sublessee or occupant fails to agree to be granted subject to all the terms and conditions of this Sublease; or withheld (vii) the proposed transferee is a competitor of Sublessor or any affiliate of the Corporate Executive Board Company; or (viii) the proposed transfer constitutes a Prohibited Assignment or Sublease. Any attempted assignment, mortgage, pledge, encumbrance or sub- sublet that is made in violation of this Section 10 shall be void and shall be a default by Subtenant. Consent by Sublessor and Landlord to one or more assignments or sub-sublettings shall not operate as a waiver of Sublessor’s and Landlord’s sole discretionrights with respect to any subsequent assignment or sub-subletting. No assignment or sub-subletting shall relieve Subtenant from primary liability for all obligations of Subtenant under this Sublease, whether accruing before or after the date of such assignment or sub-subletting. For purposes of this Lease Sublease, the term “sublet” or “sub-sublet” shall be deemed to include the granting of any rights of occupancy of any portion of the Sublet Premises. (b) If Subtenant wishes to enter into a transfer, Subtenant must provide not less than thirty (30) days’ prior written notice thereof to Sublessor, which notice shall include the proposed effective date of such assignment or sublease, and in the case of a proposed sublease, shall specify the space to be sublet. For thirty (30) days following receipt of such notice, Sublessor shall have the right, exercisable by sending written notice to Subtenant, to recapture from Subtenant for the balance of the Sublease Term of this Sublease (i) all of the Sublet Premises in the event Subtenant notified Sublessor of its desire to assign this Sublease, or (ii) so much of the Sublet Premises as Subtenant intends to sub-sublet in the event Subtenant notified Sublessor of its desire to sub-sublet the Sublet Premises or permit another to make use thereof, at the same Annual Base Subrent and Additional Subrent Subtenant is obligated to pay to Sublessor hereunder. In the event Sublessor does not exercise the aforesaid right within such thirty (30) days, and, pursuant to Section 10(a) Sublessor consents to Subtenant’s entering into a transfer, Subtenant may attempt for a period of one hundred twenty (120) days from the last day of such thirty (30)-day period to assign, sub-sublet or permit use of this Sublease or such space on the terms set forth in the aforementioned notice and in accordance with the terms of this Section 10. Upon the termination of such one hundred twenty (120)-day period, Subtenant may not enter into a transfer, except in accordance with the terms of this Section 10(b), including Subtenant’s notice obligation and Sublessor’s right of recapture. In the event that Subtenant defaults hereunder, Subtenant hereby assigns to Sublessor the rent due from any assignee or subtenant and hereby authorizes each such party to pay such rent to Sublessor. (c) In addition to the requirements set forth in subsection (b), and regardless if Sublessor has provided its consent, no transfer shall be effective unless and until Landlord Sublessor shall have received an executed counterpart received, at least thirty (30) days prior to the proposed commencement date of such assignmenttransfer (i) a written request from Subtenant for the proposed transfer, in recordable form(ii) full and complete information concerning the identity and business activities of the proposed transferee, under (iii) such financial information concerning the proposed transferee as Sublessor shall reasonably request after notification by Subtenant of the proposed transfer, and (iv) a copy of the proposed sublease or assignment or occupancy agreement or other transfer document, which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability in form and substance acceptable to Sublessor. No consent by Sublessor to a transfer hereunder thereafter accruingshall be effective unless such consent shall be in writing. Any attempted transfer in violation of the requirements of this Section 10 shall be null and void and of no force or effect. (bd) FurthermoreIn the event Sublessor permits Subtenant to transfer its interest under the Lease or all or a portion of the Sublet Premises to a third party, Landlordthen (i) fifty percent (50%) of any sums that are payable by such third party for the right to occupy the Sublet Premises (on a per square foot basis) (after deducting therefrom Subtenant’s written consent reasonable and actual out-of-pocket expenses incurred by Subtenant in procuring such transferee for leasehold improvement costs, broker fees, marketing costs, moving costs and legal fees (if any) paid by Subtenant), in excess of the Annual Base Subrental then in effect (on a per square foot basis), shall be required paid by Subtenant to Sublessor on a monthly basis as additional Rent and (ii) Subtenant shall be responsible for all costs and expenses, including reasonable attorneys’ and engineering review fees, incurred by Sublessor in connection with any proposed or purported transfer, including, without limitation, any fee to be paid to Landlord under Section 23.B. of the Prime Lease. The failure of Subtenant to remit fifty percent (50%) of any such excess sums to Sublessor, as the same are realized on a monthly basis by Subtenant, shall be a default hereunder. For purposes of this paragraph, such excess sums shall be calculated based upon all payments which are made by the applicable transferee to Subtenant, or any other entity designated by Subtenant, in consideration of such party’s occupancy of the Sublet Premises, whether or nor characterized as payments of Rent. (e) The consent by Sublessor to any transfer shall neither be construed as a condition waiver or release of Subtenant from any covenant or obligation of Subtenant under this Sublease, nor as relieving Subtenant from giving Sublessor the aforesaid thirty (30) days notice of, or from obtaining the consent of Sublessor to, any further transfer. The collection or acceptance of rent from any such transferee shall not constitute a waiver or release of Subtenant from any covenant or obligation of Subtenant under this Sublease, except as expressly agreed by Sublessor in writing. (f) Notwithstanding anything contained herein to the consummation contrary (but subject to the last sentence of any this Section 10(f)), the Sublet Premises may be occupied by, or subleased or assigned to, a Subtenant Affiliate, and such occupancy, assignment or sublease shall be permitted provided Subtenant delivers notice thereof to Sublessor prior to such occupancy, assignment or sublease and such Subtenant Affiliate agrees in writing to assume all obligations of Subtenant under this Sublease. For purposes of this subparagraph, a “Corporate Reorganization” by Tenant. A “Corporate ReorganizationSubtenant Affiliate” shall mean any transaction an entity that, directly or series of transactions pursuant to which Tenant (i) converts intoindirectly Controls, is Controlled by, or merges with and intois under common Control with, any Subtenant. For purposes of this subparagraph, “Control” shall mean ownership of sufficient stock or membership or partnership interests of Subtenant to have voting control of Subtenant (such as ownership of 50% or more of the outstanding voting stock of a corporation or of the outstanding membership, partnership or other similar interest if such entity other than is not a corporation). Notwithstanding anything contained herein to the contrary (but subject to the last sentence of this Section 10(f), or (ii) is no longer Subtenant may assign this Sublease to an entity with which Subtenant merges, consolidates or which purchases all or substantially all of Subtenant’s assets (a “Successor”) without Sublessor’s prior written approval, conditioned upon satisfaction of the type described following (as determined by Sublessor acting in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.good faith):

Assignments and Subleases. (a) So long Except as Tenant is a non-profit entity of the type described otherwise herein provided in Section 501(c)(3) of the Internal Revenue code of 19865.1, as amendedLessee shall not assign, Tenantmortgage, and its successors and assignspledge, shall have the unrestricted right to assign hypothecate or encumber this Lease or the leasehold estate hereby created or any interest herein, or sublet the Premises or any portion thereof, or license the use of all or any part portion of the Premises Premises, without the prior consent of LandlordLessor, subjectwhich consent shall not be unreasonably withheld. Subject to receipt of such consent, howeverthis Lease may be assigned or transferred in whole or in part, to by Lessee provided that the provisions of Section 5.1 above 11.7(d) have been completed and Lessor has elected not to proceed with the purchase of the Hotel and/or this Article XIIILease; provided, however, any proposed assignee, during the Term of this Lease, (i) may not as its primary business own, lease or operate any casino or gambling facility if such business, ownership, leasing or operating might reasonably impair the ability of the Lessee or the Hotel Operator, as applicable, to obtain or retain any necessary regulatory approvals for the operation of the Hotel; (ii) may not own or operate a distillery, winery or brewery or a distributorship of alcoholic beverages if such ownership or operation might reasonably impair the ability of the Lessee or the Hotel Operator, as applicable, to obtain or retain liquor licenses for the Hotel; and (iii) must have sufficient financial capability to carry out its obligations under this Lease. FurthermoreThe consent by Lessor to one assignment, so long subletting, mortgage, pledge, hypothecation or encumbrance shall not be deemed to be a consent to any further assignment, subletting, mortgage, pledge, hypothecation or encumbrance. In the absence of an express agreement in writing to the contrary and executed by Lessor or except as Tenant otherwise provided herein, no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall act as a release of Lessee from any of the provisions, covenants and conditions of this Lease on the part of Lessee to be kept and performed, the assignor shall remain primarily liable hereunder and any amendment of this Lease subsequent thereto shall not release the assignor or sublessor from said liability. If the Lessee (or a multiple Lessee) is a non- profit entity corporation, a change or changes in the ownership, whether voluntary, involuntary, by operation of law, or otherwise, which aggregates fifty percent (50%) or more of the type described in Section 501(c)(3total capital stock of Lessee or fifty percent (50%) or more of the Internal Revenue code voting capital stock of 1986, as amended, Tenant, and its successors and assignsLessee, shall have be deemed an assignment of this Lease. If the right Lessee (or a multiple Lessee) is a partnership, then any change of control, whether voluntarily, involuntarily, by operation of law, or otherwise, including any addition or withdrawal of a general partner of the partnership or of any partnership which is a partner in the partnership (including in the case of a corporate general partner, a change of control using the test of the preceding sentence), shall be deemed an assignment of this Lease. Any Person who satisfies the requirements for assignment under Section 11.7(a) shall be considered a "Qualified Purchaser." (b) Lessee shall be entitled to assign and transfer this Lease to any corporation or sublet all entity that is an Affiliate of Lessee or (subject to obtaining consent required in connection with any part change of ownership or control that constitutes an assignment pursuant to Section 11.7(a)) to the Premises surviving corporation in the event of a consolidation or merger to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entitywhich Lessee shall be a party; provided, however, that the non-profit entity and its proposed use must be approved such subsidiary, affiliated firm or surviving corporation shall in writing by Landlordexpressly assume all of the provisions, such approval not covenants and conditions of this Lease on the part of Lessee to be unreasonably withheldkept and performed; and provided, conditioned or delayed. Subject to Section 13.2 belowfurther, Tenant shall not otherwise assign, sublet that no such assignment or transfer shall act as a release of Lessee from any of the provisions, covenants and conditions of this Lease on the part of Lessee to be kept and performed. (c) Except as provided in Section 5.1 or otherwise herein, any assignment, mortgage, pledge, hypothecation, encumbrance, subletting or license of this Lease, the leasehold estate hereby created, or the Premises or any portion thereof, either voluntary or involuntary, whether by operation of law or otherwise, without the prior required written consent of LandlordLessor, shall be null and void, and shall at the option of Lessor terminate this Lease. (d) If at any time Lessee intends to sell, assign or transfer the Hotel and/or this Lease, or any portion which may be granted is fifty percent (50%) or withheld in Landlord’s sole discretion. No assignment more thereof, Lessee shall give written notice of such intention stating Lessee's intention to sell, assign or transfer the Hotel and/or this Lease to (i) Maui Land & Pineapple Company, Inc., so long as Maui Land & Pineapple Company, Inc., is the owner of the Premises at such time written notice of such intention stating Lessee's intention to sell, assign or transfer the Hotel and/or this Lease is given and/or (ii) The Xxxx-Xxxxxxx Company, L.L.C. so long as Kapalani, L.P. or The Xxxx-Xxxxxxx Company, L.L.C. is the Hotel Operator at such time written notice of such intention stating Lessee's intention to sell, assign or transfer the Hotel and/or this Lease is given. Within fourteen (14) days of receipt of such written notice from Lessee stating Lessee's intention to sell, assign or transfer the Hotel and/or this Lease, Maui Land & Pineapple Company, Inc. shall provide written notice of its desire to negotiate with Lessee for the sale, assignment or transfer of the Hotel and/or this Lease to Maui Land & Pineapple Company, Inc. If no such written notice from Maui Land & Pineapple Company, Inc. stating its desire to negotiate with Lessee for the sale, assignment or transfer of the Hotel and/or this Lease is received by Lessee in such fourteen (14) day period then Lessee shall be effective unless entitled, at any time after such failure, to sell, assign or transfer the Hotel and/or this Lease to any other party. Maui Land & Pineapple Company, Inc. understands, acknowledges and until Landlord shall agrees that notwithstanding Maui Land & Pineapple Company, Inc.'s decision to negotiate with Lessee for the sale, assignment or transfer of the Hotel and/or this Lease, The Xxxx-Xxxxxxx Company, L.L.C. will have received an executed counterpart the same rights, including the same time period, to elect to negotiate (perhaps in addition to Maui Land & Pineapple Company, Inc.) with Lessee for the sale, assignment or transfer of such assignmentthe Hotel and/or this Lease. If Maui Land & Pineapple Company, in recordable formInc. elects to enter into negotiations with Lessee for the sale, under which assignment or transfer of the assignee shall have assumed Hotel and/or this Lease and agreed provides written notice to perform Lessee within such fourteen (14) day period, the parties shall enter into good faith negotiations for the sale, assignment or transfer of the Hotel and/or this Lease. Within thirty (30) days from the date of Maui Land & Pineapple Company, Inc.'s written notice to Lessee of its desire to negotiate with Lessee for the sale, assignment or transfer by Lessee of the Hotel and/or this Lease, Maui Land & Pineapple Company, Inc. shall submit in writing to Lessee a firm and observe binding offer by Maui Land & Pineapple Company, Inc. of the covenants terms and conditions in of a proposed sale, assignment or transfer of the Hotel and/or this Lease contained on Tenant’s part by Lessee to be performed and observedMaui Land & Pineapple Company, Inc. (the "Maui Land & Pineapple Company, Inc.'s Offer"). Upon compliance with this paragraph each assignor Maui Land & Pineapple Company, Inc.'s Offer shall be released from all liability hereunder thereafter accruing. (b) Furthermoreinclude, Landlord’s written consent shall be required as at a condition to the consummation of any “Corporate Reorganization” by Tenant. A “Corporate Reorganization” shall mean any transaction or series of transactions pursuant to which Tenant minimum, (i) converts intothe purchase price of the proposed sale, assignment or merges with transfer which purchase price shall be paid by cash or cash equivalent, (ii) closing date, (iii) due diligence period, (iv) any and intoall contingencies or conditions which must be completed by Lessee prior to the closing date or any date prior to the closing date and (v) a representation that Maui Land & Pineapple Company, any entity Inc.'s Offer will remain firm and binding on Maui Land & Pineapple Company, Inc. for a period of thirty (30) days from the day of receipt of Maui Land & Pineapple Company, Inc.'s Offer. Maui Land & Pineapple Company, Inc. understands, acknowledges and agrees that notwithstanding Maui Land & Pineapple Company, Inc.'s Offer, The Xxxx-Xxxxxxx Company, L.L.C. will have the same rights, including the same time period, to submit a firm and binding offer (the "RC's Offer"). Lessee, in its sole and absolute discretion, shall determine whether to accept Maui Land & Pineapple Company, Inc.'s Offer. Lessee shall be under no obligation to accept either Maui Land & Pineapple Company, Inc.'s Offer or RC's Offer. However, if Lessee selects either Maui Land & Pineapple Company, Inc.'s Offer or RC's Offer then the other than a corporationparty's offer is deemed reject by Lessee. If no written acceptance of Maui Land & Pineapple Company, Inc.'s Offer is received by Maui Land & Pineapple Company, Inc. in the thirty (30) day period following Lessee's receipt of Maui Land & Pineapple Company, Inc.'s Offer, Lessee is deemed to reject Maui Land & Pineapple Company, Inc.'s Offer. Upon the earlier of (i) such thirty (30) day period or (ii) written notice by Lessee to Maui Land & Pineapple Company, Inc. that Lessee rejects Maui Land & Pineapple Company, Inc.'s Offer (the "Lessee's Review Period"), Lessee may proceed to sell, assign or transfer the Hotel and/or this Lease to any other party. If Lessee rejects both Maui Land & Pineapple Company, Inc.'s Offer and RC's Offer, Lessee may sell, assign or transfer or agree to sell, assign or transfer to a third party provided that such third party sale is completed within fifteen (15) months following the end of the Lessee's Review Period, and provided, further, that the purchase price paid by such third party (which shall be paid in cash or cash equivalent) is no longer an entity of the type described in Section 501(c)(3less than ninety-five percent (95%) of the Internal Revenue Code highest purchase price (based on present value determination using a discount rate of 1986ten percent (10%)) of either Maui Land & Pineapple Company, Inc.'s Offer or RC's Offer (the "Best Offer"). If the cash or cash equivalent purchase price (based on present value determination using a discount rate of ten percent (10%)) of the third party is less than ninety-five percent (95%) of the purchase price contained in the Best Offer, the entity offering the Best Offer (the "Best Offer Entity") shall have the right within thirty (30) days after receipt of written notice from Lessee to elect to purchase the Hotel and/or Lease (as amendedthe case may be) (the "Best Offer Entity Review Period") on terms identical to those set forth in the third party offer as set forth in the notice from Lessee, with no exception unless expressly agreed by Lessee in its sole and absolute discretion; provided, however, that if any of the terms and conditions of the proposed transfer are not reasonably susceptible to performance by the Best Offer Entity (for example, third party guarantees of debt, property exchanges, stock exchanges, etc.), Lessee shall, in its notice to the Best Offer Entity, propose alternative terms and conditions which are the substantial economic equivalent of such terms and conditions and which reasonably can be expected to be performed by the Best Offer Entity. If the Best Offer Entity timely elects to purchase the Hotel and/or Lease (as the case may be) within the Best Offer Entity Review Period then upon acceptance, the Best Offer Entity shall deposit, with an escrow company in the State of Hawaii mutually acceptable to the Best Offer Entity and Lessee, a sum of TEN MILLION DOLLARS ($10,000,000) which shall be nonrefundable if the transaction with the Best Offer Entity fails to close as the result of a breach by the Best Offer Entity of any term or condition of the purchase agreement (or any alternate term or condition as set forth above). In the event of such failure to close by the Best Offer Entity, rights under this Section 11.7(d) are null and void. If the Best Offer Entity fails to give written notice of the Best Offer Entity's election to purchase within the Best Offer Entity Review Period or fails to provide a deposit of TEN MILLION DOLLARS ($10,000,000) within the Best Offer Entity Review Period, Lessee shall be entitled to sell, assign or transfer the Hotel and/or this Lease to the third party to which Lessee's notice applied and upon the terms and conditions set forth in such notice within fifteen (15) months following the end of the Lessee's Review Period. Lessee may not, however, sell or agree to sell during such period to the third party on more favorable terms and conditions without offering the more favorable terms and conditions to the Best Offer Entity again under this paragraph. If the third party transaction to which Lessee's notice to the Best Offer Entity applied does not close for any reason then Lessee shall have the remainder of the fifteen (15) months from the end of Lessee's Review Period to sell, assign or transfer or agree to sell, assign or transfer to another third party provided that such third party sale is completed within fifteen (15) months following the end of Lessee's Review Period, and provided, further, that the purchase price paid by the third party (which shall be paid in cash or cash equivalent) is no less than ninety-five percent (95%) of the highest purchase price (based on present value determination using a discount rate of ten percent (10%)) of the Best Offer Entity. If no sale, assignment or transfer of the Hotel and/or this Lease is completed within fifteen (15) months following the end of Lessee's Review Period, then, subject to the above provisions, the rights of Maui Land & Pineapple Company, Inc. and The Xxxx-Xxxxxxx Company, L.L.C. under this Section 11.7(d) shall commence again if any time after the end of the fifteen (15) months following the end of Lessee's Review Period, Lessee intends to sell, assign or transfer the Hotel and/or the Lease or any portion thereof. Within five (5) days of executing a letter of intent with a prospective purchaser, Lessee shall notify Maui Land & Pineapple Company, Inc. of the identity of such prospective purchaser. (e) If the Lease is assigned or transferred in whole or in part to an entity other than Lessee's Affiliate, Lessor shall not be required to subordinate its interests in either the fee estate or in this Lease pursuant to Section 5.7 if the consideration received by Lessee for such assignment or transfer is ONE HUNDRED TEN MILLION AND NO/100 DOLLARS ($110,000,000) or more. If Lessee receives consideration for any assignment or transfer of ONE HUNDRED TEN MILLION AND NO/100 DOLLARS ($110,000,000) or more, Lessee shall obtain a release, in a form mutually acceptable to Lessee and Lessor, for any existing amount to which Lessor has subordinated its fee simple interest at the time of the assignment or transfer and Section 5.7 shall be null and void for the remaining Term of the Lease. (f) Notwithstanding the foregoing, Lessee may, without the consent of Lessor, operate the Hotel as a hotel and license, sublease or enter into concession agreements for use of a portion of the Premises for commercial use normally found in hotels in accordance with this Lease but in compliance with Section 8.8(a).

Assignments and Subleases. (a) So long as Tenant is EXCEPT AS PERMITTED BY PARAGRAPH 14, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding the foregoing, a non-profit entity Transfer by Lessee takes place, the rights of the type described in Section 501(c)(3sublessee or other transferee will be subject and subordinate to all of the terms of this Lease, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than thirty percent (30%) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, Lessee's voting securities shall have the unrestricted right be deemed to assign be a Transfer under this Lease or sublet all or any part of the Premises without the consent of Landlord, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entityLease; provided, however, that no such consent shall be required if Lessee presents to Lessor evidence reasonably satisfactory to Lessor that the non-profit surviving entity shall have a financial condition which is at least as good as that of Lessee and its proposed use must can reasonably be approved in writing by Landlord, such approval not expected to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer capable of performing Lessee's obligations under this Lease without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion. No assignment of this Lease shall be effective unless and until Landlord shall have received an executed counterpart of such assignment, in recordable form, under which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruingLease. (b) FurthermoreLessor shall have the right, Landlord’s written consent in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be required as a condition fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the consummation rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any “Corporate Reorganization” by Tenant. A “Corporate Reorganization” shall mean any transaction claim or series defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of transactions pursuant to which Tenant (i) converts into, or merges with Lessee and into, any entity other than a corporation, or (ii) is no longer an entity of the type described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amendedLessor.

Assignments and Subleases. (a) So long as Tenant is a non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, Neither party shall have the unrestricted right to voluntarily assign this Lease or sublet all or any part of the Premises without the consent of Landlord, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease without the prior written consent of Landlordthe other party, unless the assignment is to a partnership in which may be granted or withheld in Landlord’s sole discretion. No assignment one of the parties to this Lease shall be effective unless and until Landlord shall have received an executed counterpart of such assignment, in recordable form, under which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruingis a general partner. (b) FurthermoreIn the event that either party to this Lease wishes to assign this Lease to a corporation or other entity, Landlord’s which does not fall into subsection (a) above, said party shall provide the other party with written notice of such intent. Said written notice shall describe the financial structure and assets of the potential assignee in sufficient detail to permit the noticed party to evaluate the effect of the assignment on its interest in this Lease. The party giving such notice shall have thirty (30) days from its receipt of the notice to consent or refuse to consent to the assignment. Failure to give written consent or refusal within said thirty day period shall be required deemed consent by the noticed party. In no event shall consent to any assignment be unreasonably withheld. (c) In the event Lessee is contemplating an assignment such as described in subsection (b) above, Lessor shall have a condition prior right to regain Lessee's rights under the Lease, together with any and all related improvements, at the price and on the terms of the intended assignment. Lessor may exercise this right by notifying Lessee of its intent to do so by the end of the thirty day period described in subsection (b) above. Such notice shall also be deemed a refusal of consent to the consummation assignment of any “Corporate Reorganization” by TenantLessee's right to a third party. A “Corporate Reorganization” Subject to the provisions of this paragraph, all obligations hereunder shall mean any transaction or series of transactions pursuant be binding upon, and every benefit hereof shall inure to which Tenant (i) converts intothe heirs, or merges with executors, administrators, successors, and into, any entity other than a corporation, or (ii) is no longer an entity assigns of the type described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amendedrespective parties hereto.

Assignments and Subleases. (a) So long as Tenant is a non-profit entity Except for assignments and subleases permitted by this Article VI, Lessee may not sublease, assign, mortgage, pledge or otherwise transfer to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease, any other Operative Document or any portion of the type described in Section 501(c)(3) Leased Property (except a purchase or sale of the Internal Revenue code of 1986Leased Property as permitted in Articles XVIII and XIX herein), as amended, Tenant, and its successors and assigns, shall have the unrestricted right to assign this Lease or sublet all or in any part of the Premises without the consent of Landlord, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease case without the prior written consent of LandlordXxxxxx and the other Participants and any such sublease, which may be granted or withheld in Landlord’s sole discretion. No assignment of this Lease shall be effective unless and until Landlord shall have received an executed counterpart of such assignment, in recordable formmortgage, under which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruing. (b) Furthermore, Landlord’s pledge or transfer without such prior written consent shall be required void. Notwithstanding the foregoing, following the Base Term Commencement Date, Lessee may, so long as no Event of Default exists and is continuing, (a) enter into subleases with Parent Guarantor or a condition to wholly-owned Subsidiary of the consummation of any “Corporate Reorganization” by Tenant. A “Corporate Reorganization” shall mean any transaction or series of transactions pursuant to which Tenant Parent Guarantor; provided (i) converts intosuch Person shall not then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the relief of debtors; (ii) any portion of the Leased Property subleased pursuant to this Article VI must be used and operated in place at the Site, subject to the terms and conditions of this Lease; (iii) each Guaranty shall remain in full force and effect and has been reconfirmed in writing; (iv) such sublease shall not discharge or merges diminish any of Lessee’s obligations to Lessor hereunder or to any other Person under any other Operative Document, it being understood that Lessee shall remain directly and primarily liable under this Lease with respect to all of the Leased Property; (v) such sublease shall not extend beyond the last day of the Term; (vi) such sublease shall be made and intoshall expressly provide that it is subject and subordinate to the Ground Lease, any entity this Lease and the rights of Lessor hereunder; (vii) such sublease shall expressly provide for the surrender of the Leased Property subleased by the applicable sublessee at the election of Lessor after an a Lease Event of Default, and (b) assign its interest in all, but not less than all, this Lease and the other than a corporation, Operative Documents to (i) Parent Guarantor or (ii) is no longer an entity a wholly-owned Subsidiary of Parent Guarantor so long as each Guaranty shall remain in full force and effect and each Guarantor has reconfirmed its Guaranty in form and substance satisfactory to Lessor, the type described in Section 501(c)(3Participants and the Administrative Agent. Lessee shall give Lessor prompt written notice of any sublease permitted under this Article VI, and Xxxxxx shall, within fifteen (15) days after execution of any sublease, deliver to the Internal Revenue Code Administrative Agent a fully executed copy of 1986, as amendedsuch sublease.

Assignments and Subleases. (a) Except as otherwise provided in this Section 9, the Tenant agrees not to assign or in any way encumber this lease, nor to sublet the Demised Premises, or any part thereof, nor to permit the Demised Premises, or any part thereof, to be used by others, without obtaining the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld or delayed. (b) So long as no event of default shall have occurred and be continuing hereunder, the Tenant may assign this lease to any corporation or other entity into which the Tenant may be merged or with which the Tenant may be consolidated, or to which all or substantially all of the Tenant's assets shall be transferred, provided that such corporation or other entity shall have a net worth at least equal to that of the Tenant immediately prior to such merger, consolidation or transfer. The Tenant shall give notice to the Landlord of any assignment under this Section 9(b), and shall deliver to the Landlord an executed counterpart of the instrument effecting such assignment, together with an undertaking by any such corporation or other entity to agree to be bound by and to perform all of the Tenant's obligations hereunder. (c) (Left Intentionally Blank) (d) No assignment or subletting of this lease shall relieve the Tenant of any of the Tenant's obligations under this lease, unless otherwise agreed to in writing by Landlord. Initials _________ (Landlord) _________ (Tenant) (e) Notwithstanding Subparagraph 9(a) above, until such time as Tenant is a non-profit entity able to utilize the entire floor space of the type described in Section 501(c)(3) building of the Internal Revenue code of 1986Demised Premises, as amended, Tenant, and its successors and assigns, shall have the unrestricted right to assign this Lease or Tenant may sublet all or any part that portion of the Premises without the consent of building which it does not use for its business purposes, with Landlord's prior written approval which shall not be unreasonably withheld or delayed, subject, however, to the provisions following conditions: 1. Sublessee shall be of good reputation and financial responsibility. 2. Character of business to be conducted by such sublessee shall be reasonably acceptable to Landlord, and the premises shall be used only for a purpose allowed in Section 5.1 5 above and this Article XIII. Furthermoreshall be in keeping with the character, so long as Tenant is a non- profit entity standing, and quality of the type described in Section 501(c)(3) building. 3. Any assignee or subleasee shall be bound by the terms of the Internal Revenue code of 1986this Lease, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayedincluding Schedule C hereto. 4. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion. No assignment of this Lease shall be effective unless and until Landlord shall have received an executed counterpart released by reason of such assignmentsubletting from the due, in recordable formprompt, under which and punctual performance of all of the assignee shall have assumed this Lease and agreed to perform and observe the covenants terms, covenants, and conditions contained in this Lease contained on Tenant’s part lease to be performed on its part and observedfrom the payment of the rents and additional rents herein reserved. 5. Upon Landlord's consent to such subletting shall not constitute a waiver of any provision of this agreement and no further subletting shall be made without Lessor's written consent. The sublessee shall not further assign, sublet, or underlet the premises without Landlord's prior written consent, and then only on compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruing. (b) Furthermore, Landlord’s written consent shall be required as a condition to the consummation of any “Corporate Reorganization” by Tenant. A “Corporate Reorganization” shall mean any transaction or series of transactions pursuant to which Tenant (i) converts into, or merges with and into, any entity other than a corporation, or (ii) is no longer an entity of the type described provisions contained in Section 501(c)(3) of the Internal Revenue Code of 1986, as amendedthis Paragraph.

Assignments and Subleases. (a) So long as Tenant is a non-profit entity Prior to substantial completion of the type described Improvements and the payment in Section 501(c)(3) full of Base Rent for the Internal Revenue code entire term of 1986, as amendedthis Lease, Tenant, and its successors and assigns, shall have the unrestricted right to assign this Lease or sublet all or any part of the Premises without the consent of Landlord, subject, however, to the provisions of Section 5.1 above and this Article XIII. Furthermore, so long as Tenant is a non- profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, Tenant, and its successors and assigns, shall have the right to assign this Lease or sublet all or any part of the Premises to another non-profit entity of the type described in Section 501(c)(3) of the Internal Revenue code of 1986, as amended, for any use by such non-profit entity; provided, however, that the non-profit entity and its proposed use must be approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Subject to Section 13.2 below, Tenant shall not otherwise assign, sublet or transfer this Lease without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion. No assignment of shall not assign this Lease shall be effective unless and until Landlord shall have received an executed counterpart of such assignment, in recordable form, under which the assignee shall have assumed this Lease and agreed to perform and observe the covenants and conditions in this Lease contained on Tenant’s part to be performed and observed. Upon compliance with this paragraph each assignor shall be released from all liability hereunder thereafter accruinglease. (b) FurthermoreAfter substantial completion of the Improvements and the payment in full of Base Rent for the entire term of this Lease, Landlord’s written consent shall be required as a condition Tenant, subject to the consummation conditions set forth in paragraph (e) of any “Corporate Reorganization” by Tenant. A “Corporate Reorganization” this Section, shall mean any transaction or series of transactions pursuant to which Tenant have the right to: (i) converts into, assign this Lease to a subsidiary or merges with and into, any entity other than a corporation, or affiliate of Tenant without the consent of Landlord; and (ii) assign this Lease to any other person or entity that is no longer not an affiliate or subsidiary of Tenant, but only with the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed in accordance with paragraphs (e) and (f) of this Section). For purposes of this paragraph (b), affiliate shall mean and entity which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Tenant. (c) Intentionally deleted. (d) Tenant shall have the right to sublet the whole or any part of the type described Premises and Improvements without the consent of Landlord, provided every such subletting is made upon the conditions set forth in Section 501(c)(3paragraph (e) of this Section. (e) Any assignment of this Lease or subletting pursuant to this Lease shall be upon the Internal Revenue following conditions: (i) The use of the Premises and Improvements by the subtenant or assignee shall comply with the use restrictions contained in Article 3 hereof; (ii) Tenant shall not be in default under this Lease; (iii) The assignee, in a document promptly delivered to Landlord and reasonably satisfactory to Landlord and in recordable form, shall agree to faithfully perform and be bound by all of the terms, conditions, covenants, provisions and agreements of this Lease; (iv) Any sublease shall provide that it is subject to the terms and conditions of this Lease and will require the sublessee to attorn to Landlord; (v) No sublease or Landlord's consent thereto shall release or discharge Tenant from any liability, past or future, under this Lease; (vi) In case of any subletting, Tenant shall remain fully liable under this Lease upon notice in accordance with this Lease from Landlord of any default under this Lease; (vii) After the assignment of this Lease by Tenant in accordance with the terms hereof, Tenant shall be released from any further obligations or liabilities under this Lease; (viii) Landlord's consent to any assignment or sublease shall not constitute or be deemed its consent, nor constitute a waiver of the requirement of its consent, to any subsequent assignment or sublease; and (ix) Such other criteria as may be required by law. (f) Landlord shall not be deemed to have unreasonably withheld its consent to an assignment, for purposes of paragraph (b)(ii) of this Section, if it withholds its consent based on reasonable objections to the business reputation of the proposed assignee (g) Tenant shall not assign any of its rights under this Lease separate from any permitted assignment. (h) Notwithstanding anything contained in the foregoing Section 14.01 to the contrary any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code (11 U.S.C. 101, et seq.) shall be deemed without act or deed to have assumed all of 1986the obligations arising under this Lease on and after the date of such assignment and shall not prohibit, limit or restrict an assignment in connection with a Leasehold Mortgagee (as amendedhereinafter defined) or in connection with a conveyance in lieu of foreclosure, trustee's deed, referee's conveyance in the enforcement of remedies under a Leasehold Mortgage (as hereinafter defined) or a re-conveyance resulting therefrom.