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7. With certain exceptions as specified in the Lease, the Lease prohibits the transfer, <br />assignment. sublease, hypothecation, encumbrance or other conveyance of the Lease or Developer's <br />interest in the Land or the Improvements absent the written consent of Agency. <br />8. Copies of the unrecorded Lease are available at the offices of the Agency, 835 East <br />14t~ Street, San Leandro, California, and such document is incorporated by reference in its entirety in <br />this Memorandum. In the event of any inconsistency between this Memorandum and the Lease, the <br />Lease shall control. <br />9. This Memorandum may be executed in counterparts, each of which shall be an <br />original, and all of which together shall constitute one instrument. <br />10. This Memorandum shall be interpreted and enforced in accordance with California <br />law without regard to principles of conflict of laws. <br />SIGNATURES ON FOLLOWING PAGE. <br />839836-3 2 <br />