Common use of SUBCONTRACTS and ASSIGNMENTS Clause in Contracts

SUBCONTRACTS and ASSIGNMENTS. A. The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee. B. Limits on Tenant's transfers and changes in ownership: (i) Tenant may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Leased Space, the Term, or otherwise permit any third party to use the Leased Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Consent by the City does not relieve Tenant from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of Tenant’s interest in this Agreement require approval of the City Council. Transfers of less than all of Tenant’s interest in this Agreement require approval of the Commissioner. Consent by the City to any Transfer does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Transfer. (ii) Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant (or if Tenant is a joint venture or other entity comprised of other entities, then of any of the entities comprising Tenant), whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Tenant, or any merger or consolidation of Tenant (individually and collectively, "Change in Ownership"), is subject to the consent of: a. City Council if the Change in Ownership involves a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, 100% ownership of any of the entities comprising Tenant), or b. the Commissioner if the Change in Ownership involves less than a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of less than 100% of any of the entities comprising Tenant), in the sole discretion of the City Council or the Commissioner, as applicable. Consent by the City to any such Change in Ownership does not relieve Tenant from obtaining further consent from the City for any subsequent Change in Ownership of any nature. (iii) If Tenant (or, if Tenant is a joint venture or other entity comprised of other entities, any of the entities comprising Tenant) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 5% or more of the shares of Tenant's (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) stock is subject to the City's consent as set forth above. In that event, Tenant must provide the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant must notify the City as soon as possible after the Change in Ownership to obtain the City's consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant is a publicly traded corporation, a Change in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 5% or more. (iv) Consent by the City to any Change in Ownership does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Change in Ownership. (v) Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Tenant of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the Tenant's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Tenant's sole remedy is to terminate this Agreement without liability to either the City or Tenant. (vi) Notwithstanding any permitted Transfer by Tenant of any rights under this Agreement, Tenant remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space or Transfer of all or any portion of the Term, where the fees payable to Tenant exceed the Rent or pro rata portion of the Rent under this Agreement, as the case may be, for the License, Leased Space or Term, Tenant must pay the City monthly, as Additional Rent, at the same time as the monthly installments of other Rent under this Agreement that are payable in monthly installments, the excess of the fees payable to Tenant pursuant to the Transfer over the Rent payable to the City under this Agreement. (vii) Any or all of the requests by Tenant for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole and absolute discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant that, notwithstanding the proposed Transfer or Change in Ownership, Tenant remains fully and completely liable for all obligations of Tenant under this Agreement. (viii) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent payable under this Agreement from any transferee of Tenant and in that event will apply the net amount collected to the amounts payable by Tenant under this Agreement without, by doing so, releasing Tenant from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City. (ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant and are payable to the City as Additional Rent. C. The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease or contract between Tenant and a subtenant or Subcontractor.

SUBCONTRACTS and ASSIGNMENTS. A. The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the AirportCultural Center, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee. B. Limits on TenantLicensee's transfers and changes in ownership: (i) Tenant Licensee may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Leased Licensed Space, the Term, or otherwise permit any third party to use the Leased Licensed Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Consent by the City does not relieve Tenant Licensee from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of Tenant’s interest in this Agreement may require approval of the City Council. Transfers of less than all of Tenant’s interest in this Agreement require ; if such approval is not required, then approval of the CommissionerCommissioner is required. Consent by the City to any Transfer does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) Licensee from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or the Licensed Space as collateral for Licensee financing are strictly prohibited and, if entered into by Licensee, are an Event of Default. (ii) Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant (or if Tenant is a joint venture or other entity comprised of other entities, then of any of the entities comprising Tenant)Licensee, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in TenantLicensee, or any merger or consolidation of Tenant Licensee (individually and collectively, "Change in Ownership"), is subject to the consent of: a. City Council, in its sole discretion, if consent by City Council if the Change in Ownership involves a 100% Change in Ownership was required for approval of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, 100% ownership of any of the entities comprising Tenant)this Agreement, or b. the Commissioner if the Change in Ownership involves less than a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of less than 100% of any of the entities comprising Tenant)Commissioner, in the his sole discretion of the discretion, if consent by City Council or the Commissioner, as applicable. Consent by the City to any such Change in Ownership does was not relieve Tenant from obtaining further consent from the City required for any subsequent Change in Ownership approval of any naturethis Agreement. (iii) If Tenant Licensee (or, if Tenant Licensee is a joint venture or other entity comprised of other entities, any of the entities comprising TenantLicensee) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 57.5% or more of the shares of TenantLicensee's (or if Tenant Licensee is a joint venture or other entity comprised of other entities, of any of the entities comprising TenantLicensee) stock is subject to the City's consent as set forth above. In that eventIf Licensee (or if Licensee is a joint venture or other entity comprised of other entities, Tenant must provide of any of the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant must notify the City as soon as possible after the Change in Ownership to obtain the City's consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant entities comprising Licensee) is a publicly traded corporation, a Change in Ownership of less than 57.5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 57.5% or more. (iv) Consent by the City to any Change in Ownership does not relieve Tenant Licensee (or if Tenant Licensee is a joint venture, any of the entities comprising TenantLicensee) from the requirement of obtaining consent from the City for any subsequent Change in Ownership. (v) Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Tenant Licensee of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant Licensee or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the TenantLicensee's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Tenant's sole remedy is to terminate this Agreement without liability to either the City or Tenant. (vi) Notwithstanding any permitted Transfer by Tenant Licensee of any rights under this Agreement, Tenant Licensee remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space or Transfer of all or any portion of the Termthis Agreement, where the fees payable to Tenant Licensee exceed the Rent License Fee or pro rata portion of the Rent License Fee under this Agreement, as the case may be, for the LicenseLicensed Space, Leased Space or Term, Tenant Licensee must pay the City monthly, as Additional Rentquarterly, at the same time as the monthly quarterly installments of other Rent the License Fee under this Agreement that are payable in monthly quarterly installments, the excess of the fees payable to Tenant Licensee pursuant to the Transfer over the Rent License Fee payable to the City under this Agreement. (vii) Any or all of the requests by Tenant Licensee for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant Licensee in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole and absolute discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant Licensee that, notwithstanding the proposed Transfer or Change in Ownership, Tenant Licensee remains fully and completely liable for all obligations of Tenant Licensee under this Agreement; however, Licensee shall remain so liable regardless of whether or not the City requests a written acknowledgement. (viii) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent Fees payable under this Agreement from any transferee of Tenant Licensee and in that event will apply the net amount collected to the amounts payable by Tenant Licensee under this Agreement without, by doing so, releasing Tenant Licensee from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant Licensee and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City. (ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant Licensee and are payable to the City as Additional RentCity. C. The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease or contract between Tenant Licensee and a subtenant or Subcontractor.

SUBCONTRACTS and ASSIGNMENTS. A. The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the AirportPark, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee. B. Limits on TenantLicensee's transfers and changes in ownership: (i) Tenant Licensee may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Leased Licensed Space, the Term, or otherwise permit any third party to use the Leased Licensed Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Consent by the City does not relieve Tenant Licensee from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of Tenant’s interest in this Agreement may require approval of the City Council. Transfers of less than all of Tenant’s interest in this Agreement require ; if such approval is not required, then approval of the CommissionerCommissioner is required. Consent by the City to any Transfer does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) Licensee from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or the Licensed Space as collateral for Licensee financing are strictly prohibited and, if entered into by Licensee, are an Event of Default. (ii) Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant (or if Tenant is a joint venture or other entity comprised of other entities, then of any of the entities comprising Tenant)Licensee, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in TenantLicensee, or any merger or consolidation of Tenant Licensee (individually and collectively, "Change in Ownership"), is subject to the consent ofof the: a. City Council, in its sole discretion, if consent by City Council if the Change in Ownership involves a 100% Change in Ownership was required for approval of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, 100% ownership of any of the entities comprising Tenant)this Agreement, or b. the Commissioner if the Change in Ownership involves less than a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of less than 100% of any of the entities comprising Tenant)Commissioner, in the his sole discretion of the discretion, if consent by City Council or the Commissioner, as applicable. Consent by the City to any such Change in Ownership does was not relieve Tenant from obtaining further consent from the City required for any subsequent Change in Ownership approval of any naturethis Agreement. (iii) If Tenant Licensee (or, if Tenant Licensee is a joint venture or other entity comprised of other entities, any of the entities comprising TenantLicensee) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 57.5% or more of the shares of TenantLicensee's (or if Tenant Licensee is a joint venture or other entity comprised of other entities, of any of the entities comprising TenantLicensee) stock is subject to the City's consent as set forth above. In that eventIf Licensee (or if Licensee is a joint venture or other entity comprised of other entities, Tenant must provide of any of the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant must notify the City as soon as possible after the Change in Ownership to obtain the City's consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant entities comprising Licensee) is a publicly traded corporation, a Change in Ownership of less than 57.5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 57.5% or more. (iv) Consent by the City to any Change in Ownership does not relieve Tenant Licensee (or if Tenant Licensee is a joint venture, any of the entities comprising TenantLicensee) from the requirement of obtaining consent from the City for any subsequent Change in Ownership. (v) Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Tenant Licensee of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant Licensee or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the TenantLicensee's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Tenant's sole remedy is to terminate this Agreement without liability to either the City or Tenant. (vi) Notwithstanding any permitted Transfer by Tenant Licensee of any rights under this Agreement, Tenant Licensee remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space or Transfer of all or any portion of the Termthis Agreement, where the fees payable to Tenant Licensee exceed the Rent License Fee or pro rata portion of the Rent License Fee under this Agreement, as the case may be, for the LicenseLicensed Space, Leased Space or Term, Tenant Licensee must pay the City monthly, as Additional Rentquarterly, at the same time as the monthly quarterly installments of other Rent the License Fee under this Agreement that are payable in monthly quarterly installments, the excess of the fees payable to Tenant Licensee pursuant to the Transfer over the Rent License Fee payable to the City under this Agreement. (vii) Any or all of the requests by Tenant Licensee for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant Licensee in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole and absolute discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant Licensee that, notwithstanding the proposed Transfer or Change in Ownership, Tenant Licensee remains fully and completely liable for all obligations of Tenant Licensee under this Agreement; however, Licensee shall remain so liable regardless of whether or not the City requests a written acknowledgement. (viii) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent Fees payable under this Agreement from any transferee of Tenant Licensee and in that event will apply the net amount collected to the amounts payable by Tenant Licensee under this Agreement without, by doing so, releasing Tenant Licensee from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant Licensee and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City. (ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant Licensee and are payable to the City as Additional RentCity. C. The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease or contract between Tenant Licensee and a subtenant or Subcontractor.

SUBCONTRACTS and ASSIGNMENTS. A. The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee. B. Limits on Tenant's transfers and changes in ownership: (i) Tenant may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Leased Space, the Term, or otherwise permit any third party to use the Leased Space, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Consent by the City does not relieve Tenant from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of Tenant’s interest in this Agreement require approval of the City Council. Transfers of less than all of Tenant’s interest in this Agreement require approval of the Commissioner. Consent by the City to any Transfer does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or the Leased Space as collateral for Tenant financing are strictly prohibited and, if entered into by Tenant, are an Event of Default. (ii) Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant (or if Tenant is a joint venture or other entity comprised of other entities, then of any of the entities comprising Tenant), whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Tenant, or any merger or consolidation of Tenant (individually and collectively, "Change in Ownership"), is subject to the consent of: a. City Council Council, in its sole discretion, if the Change in Ownership involves a 100% Change in Ownership of Tenant (Tenant, or if Tenant is a joint venture or other entity comprised of other entities, 100% ownership of any of the entities comprising Tenant), or b. the Commissioner Commissioner, in the Commissioner’s reasonable discretion, if the Change in Ownership involves less than a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of less than 100% of any of the entities comprising Tenant), in the sole discretion of the City Council or the Commissioner, as applicable. Consent by the City to any such Change in Ownership does not relieve Tenant from obtaining further consent from the City for any subsequent Change in Ownership of any nature. (iii) If Tenant (or, if Tenant is a joint venture or other entity comprised of other entities, any of the entities comprising Tenant) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 5% or more of the shares of Tenant's (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) stock is subject to the City's consent as set forth above. In that event, Tenant must provide the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant must notify the City as soon as possible after the Change in Ownership to obtain the City's consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) is a publicly traded corporation, a Change in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 5% or more. (iv) Consent by the City to any Change in Ownership does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Change in Ownership. (v) Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Tenant of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the Tenant's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Tenant's sole remedy is to terminate this Agreement without liability to either the City or Tenant. (vi) Notwithstanding any permitted Transfer by Tenant of any rights under this Agreement, Tenant remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space or Transfer of all or any portion of the Term, where the fees payable to Tenant exceed the Rent or pro rata portion of the Rent under this Agreement, as the case may be, for the License, Leased Space or Term, Tenant must pay the City monthly, as Additional Rent, at the same time as the monthly installments of other Rent under this Agreement that are payable in monthly installments, the excess of the fees payable to Tenant pursuant to the Transfer over the Rent payable to the City under this Agreement. (vii) Any or all of the requests by Tenant for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole and absolute discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant that, notwithstanding the proposed Transfer or Change in Ownership, Tenant remains fully and completely liable for all obligations of Tenant under this Agreement; however, Tenant shall remain so liable regardless of whether or not the City requests a written acknowledgement. (viii) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent payable under this Agreement from any transferee of Tenant and in that event will apply the net amount collected to the amounts payable by Tenant under this Agreement without, by doing so, releasing Tenant from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City. (ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant and are payable to the City as Additional Rent. C. The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease or contract between Tenant and a subtenant or Subcontractor.

SUBCONTRACTS and ASSIGNMENTS. A. The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's ’s right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee. B. Limits on Tenant's ’s transfers and changes in ownership: (i) Tenant may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "“Transfer"”) all or any part of its rights or interests in or to this Agreement, the License, the Leased Space, the Term, or otherwise permit any third party to use the Leased Space, without prior consent of the City, which consent may be given or denied in the City's ’s sole and absolute discretion. Consent by the City does not relieve Tenant from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of Tenant’s interest in this Agreement require approval of the City Council. Transfers of less than all of Tenant’s interest in this Agreement require approval of the Commissioner. Consent by the City to any Transfer does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or the Leased Space as collateral for Tenant financing are strictly prohibited and, if entered into by Tenant, are an Event of Default. (ii) Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant (or if Tenant is a joint venture or other entity comprised of other entities, then of any of the entities comprising Tenant), whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Tenant, or any merger or consolidation of Tenant (individually and collectively, "“Change in Ownership"”), is subject to the consent of: a. City Council Council, in its sole discretion, if the Change in Ownership involves a 100% Change in Ownership of Tenant (Tenant, or if Tenant is a joint venture or other entity comprised of other entities, 100% ownership of any of the entities comprising Tenant), or b. the Commissioner Commissioner, in the Commissioner’s reasonable discretion, if the Change in Ownership involves less than a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of less than 100% of any of the entities comprising Tenant), in the sole discretion of the City Council or the Commissioner, as applicable. Consent by the City to any such Change in Ownership does not relieve Tenant from obtaining further consent from the City for any subsequent Change in Ownership of any nature. (iii) If Tenant (or, if Tenant is a joint venture or other entity comprised of other entities, any of the entities comprising Tenant) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 5% or more of the shares of Tenant's ’s (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) stock is subject to the City's ’s consent as set forth above. In that event, Tenant must provide the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant must notify the City as soon as possible after the Change in Ownership to obtain the City's ’s consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) is a publicly traded corporation, a Change in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 5% or more. (iv) Consent by the City to any Change in Ownership does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Change in Ownership. (v) Any Transfer or Change in Ownership made without the City's ’s prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's ’s option, and does not relieve Tenant of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the Tenant's ’s request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Tenant's ’s sole remedy is to terminate this Agreement without liability to either the City or Tenant. (vi) Notwithstanding any permitted Transfer by Tenant of any rights under this Agreement, Tenant remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space or Transfer of all or any portion of the Term, where the fees payable to Tenant exceed the Rent or pro rata portion of the Rent under this Agreement, as the case may be, for the License, Leased Space or Term, Tenant must pay the City monthly, as Additional Rent, at the same time as the monthly installments of other Rent under this Agreement that are payable in monthly installments, the excess of the fees payable to Tenant pursuant to the Transfer over the Rent payable to the City under this Agreement. (vii) Any or all of the requests by Tenant for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's ’s consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's ’s consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole and absolute discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant that, notwithstanding the proposed Transfer or Change in Ownership, Tenant remains fully and completely liable for all obligations of Tenant under this Agreement; however, Tenant shall remain so liable regardless of whether or not the City requests a written acknowledgement. (viii) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent payable under this Agreement from any transferee of Tenant and in that event will apply the net amount collected to the amounts payable by Tenant under this Agreement without, by doing so, releasing Tenant from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City. (ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant and are payable to the City as Additional Rent. C. The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease or contract between Tenant and a subtenant or Subcontractor.

SUBCONTRACTS and ASSIGNMENTS. A. The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee. B. Limits on TenantAirport Network's transfers and changes in ownership: (i) Tenant Airport Network may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the License, the Leased SpaceService Equipment, the Term, or otherwise permit any third party to use the Leased SpaceService Equipment, without prior consent of the City, which consent may be given or denied in the City's sole and absolute discretion. Consent by the City does not relieve Tenant Airport Network from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of TenantAirport Network’s interest in this Agreement require approval of the City Council. Transfers of less than all of TenantAirport Network’s interest in this Agreement require approval of the Commissioner. Consent by the City to any Transfer does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) Airport Network from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or the Service Equipment as collateral for Airport Network financing are strictly prohibited and, if entered into by Airport Network, are an Event of Default. (ii) Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant (or if Tenant is a joint venture or other entity comprised of other entities, then of any of the entities comprising Tenant)Airport Network, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in TenantAirport Network, or any merger or consolidation of Tenant Airport Network (individually and collectively, "Change in Ownership"), is subject to the consent of: a. City Council Council, in its sole discretion, if the Change in Ownership involves a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, 100% ownership of any of the entities comprising Tenant)Airport Network, or b. the Commissioner Commissioner, in her reasonable discretion, if the Change in Ownership involves less than a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of less than 100% of any of the entities comprising Tenant), in the sole discretion of the City Council or the Commissioner, as applicable. Consent by the City to any such Change in Ownership does not relieve Tenant from obtaining further consent from the City for any subsequent Change in Ownership of any natureAirport Network. (iii) If Tenant Airport Network (or, if Tenant Airport Network is a joint venture or other entity comprised of other entities, any of the entities comprising TenantAirport Network) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 5% or more of the shares of TenantAirport Network's (or if Tenant Airport Network is a joint venture or other entity comprised of other entities, of any of the entities comprising TenantAirport Network) stock is subject to the City's consent as set forth above. In that event, Tenant Airport Network must provide the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant Airport Network must notify the City as soon as possible after the Change in Ownership to obtain the City's consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant Airport Network (or if Airport Network is a joint venture or other entity comprised of other entities, of any of the entities comprising Airport Network) is a publicly traded corporation, a Change in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 5% or more. (iv) Consent by the City to any Change in Ownership does not relieve Tenant Airport Network (or if Tenant Airport Network is a joint venture, any of the entities comprising TenantAirport Network) from the requirement of obtaining consent from the City for any subsequent Change in Ownership. (v) Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Tenant Airport Network of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant Airport Network or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the TenantAirport Network's request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then TenantAirport Network's sole remedy is to terminate this Agreement without liability to either the City or TenantAirport Network. (vi) Notwithstanding any permitted Transfer by Tenant Airport Network of any rights under this Agreement, Tenant Airport Network remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space Service Equipment or Transfer of all or any portion of the Term, where the fees payable to Tenant Airport Network exceed the Rent Fees or pro rata portion of the Rent Fees under this Agreement, as the case may be, for the License, Leased Space Service Equipment or Term, Tenant Airport Network must pay the City monthly, as Additional RentFees, at the same time as the monthly installments of other Rent Fees under this Agreement that are payable in monthly installments, the excess of the fees payable to Tenant Airport Network pursuant to the Transfer over the Rent Fees payable to the City under this Agreement. (vii) Any or all of the requests by Tenant Airport Network for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant Airport Network in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole and absolute discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant Airport Network that, notwithstanding the proposed Transfer or Change in Ownership, Tenant Airport Network remains fully and completely liable for all obligations of Tenant Airport Network under this Agreement; however, Airport Network shall remain so liable regardless of whether or not the City requests a written acknowledgement. (viii) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent Fees payable under this Agreement from any transferee of Tenant Airport Network and in that event will apply the net amount collected to the amounts payable by Tenant Airport Network under this Agreement without, by doing so, releasing Tenant Airport Network from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant Airport Network and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City. (ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant Airport Network and are payable to the City as Additional RentFees. C. The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease sublicense or contract between Tenant Airport Network and a subtenant sublicensee or Subcontractor.

SUBCONTRACTS and ASSIGNMENTS. A. The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's ’s right, title and interest in and to the Airport, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee. B. Limits on Tenant's ’s transfers and changes in ownership: (i) Tenant may not sell, assign, sublease, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "“Transfer"”) all or any part of its rights or interests in or to this Agreement, the License, the Leased Space, the Term, or otherwise permit any third party to use the Leased Space, without prior consent of the City, which consent may be given or denied in the City's ’s sole and absolute discretion. Consent by the City does not relieve Tenant from obtaining further consent from the City for any subsequent Transfer. Transfers involving all of Tenant’s interest in this Agreement require approval of the City Council. Transfers of less than all of Tenant’s interest in this Agreement require approval of the Commissioner. Consent by the City to any Transfer does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Transfer.. SAMPLE (ii) Except as otherwise provided below, any transaction involving a change of any ownership interest in Tenant (or if Tenant is a joint venture or other entity comprised of other entities, then of any of the entities comprising Tenant), whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Tenant, or any merger or consolidation of Tenant (individually and collectively, "“Change in Ownership"”), is subject to the consent of: a. City Council if the Change in Ownership involves a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, 100% ownership of any of the entities comprising Tenant), or b. the Commissioner if the Change in Ownership involves less than a 100% Change in Ownership of Tenant (or if Tenant is a joint venture or other entity comprised of other entities, of less than 100% of any of the entities comprising Tenant), in the sole discretion of the City Council or the Commissioner, as applicable. Consent by the City to any such Change in Ownership does not relieve Tenant from obtaining further consent from the City for any subsequent Change in Ownership of any nature. (iii) If Tenant (or, if Tenant is a joint venture or other entity comprised of other entities, any of the entities comprising Tenant) is a corporation whose shares are traded at arms-length on a public exchange, any Change in Ownership involving 5% or more of the shares of Tenant's ’s (or if Tenant is a joint venture or other entity comprised of other entities, of any of the entities comprising Tenant) stock is subject to the City's ’s consent as set forth above. In that event, Tenant must provide the City with such prior notice of a Change in Ownership as is not prohibited by law or by a confidentiality agreement executed in connection with the proposed Change in Ownership. If such prior notice is not permitted, then Tenant must notify the City as soon as possible after the Change in Ownership to obtain the City's ’s consent to the Change in Ownership, which consent the City may grant or deny in its sole discretion. If Tenant is a publicly traded corporation, a Change in Ownership of less than 5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 5% or more. (iv) Consent by the City to any Change in Ownership does not relieve Tenant (or if Tenant is a joint venture, any of the entities comprising Tenant) from the requirement of obtaining consent from the City for any subsequent Change in Ownership.. SAMPLE (v) Any Transfer or Change in Ownership made without the City's ’s prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's ’s option, and does not relieve Tenant of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Tenant or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the Tenant's ’s request by the Commissioner or by the City Council. If the City is found to have breached its obligations under this Section, then Tenant's ’s sole remedy is to terminate this Agreement without liability to either the City or Tenant. (vi) Notwithstanding any permitted Transfer by Tenant of any rights under this Agreement, Tenant remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of the License or all or any portion of the Leased Space or Transfer of all or any portion of the Term, where the fees payable to Tenant exceed the Rent or pro rata portion of the Rent under this Agreement, as the case may be, for the License, Leased Space or Term, Tenant must pay the City monthly, as Additional Rent, at the same time as the monthly installments of other Rent under this Agreement that are payable in monthly installments, the excess of the fees payable to Tenant pursuant to the Transfer over the Rent payable to the City under this Agreement. (vii) Any or all of the requests by Tenant for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Tenant in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole and absolute discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Tenant that, notwithstanding the proposed Transfer or Change in Ownership, Tenant remains fully and completely liable for all obligations of Tenant under this Agreement.. SAMPLE (viii) If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Rent payable under this Agreement from any transferee of Tenant and in that event will apply the net amount collected to the amounts payable by Tenant under this Agreement without, by doing so, releasing Tenant from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Tenant and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City. (ix) All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Tenant and are payable to the City as Additional Rent. C. The provisions of this Agreement, to the extent applicable, are deemed a part of any sublease or contract between Tenant and a subtenant or Subcontractor.