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transfer of substantially all the assets of Lessee. If Lessee is a publicly traded entity, transfers of interests in Lessee shall not
<br />constitute an assignment requiring the consent of Lessor.
<br />(2) If Lessee is a partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the
<br />partnership, or the dissolution of the partnership.
<br />(c) If this Lease is for sovereign lands appurtenant to adjoining littoral or riparian land, Lessee shall not transfer or assign its ownership
<br />interest or use rights in such adjoining lands separately from the leasehold rights granted herein without the prior written consent of
<br />Lessor.
<br />(d) If Lessee desires to assign, sublet, encumber or otherwise transfer all or any portion of the Lease Premises, Lessee shall do all of
<br />the following:
<br />(1) Give not less than 90 days' prior written notice to Lessor;
<br />(2) Provide the name, complete business organization, operational structure, and formation documents of the proposed
<br />assignee, sublessee, secured third party, or other transferee; and the nature of the use of and interest in the Lease Premises
<br />proposed by the assignee, sublessee, secured third party or other transferee.
<br />(3) Provide the terms and conditions of the proposed assignment, sublease, or encumbrance or other transfer;
<br />(4) Provide audited financial statements for the two most recently completed fiscal years of the proposed assignee, sublessee,
<br />secured party or other transferee; and provide pro forma financial statements showing the projected income, expense and
<br />financial condition resulting from use of the Lease Premises; and
<br />(5) Provide such additional or supplemental information as Lessor may reasonably request concerning the proposed assignee,
<br />sublessee, secured party or other transferee.
<br />(6) Lessor will evaluate proposed assignees, sublessees, secured third parties and other transferees and grant approval or
<br />disapproval according to standards of commercial reasonableness considering the following factors within the context of the
<br />proposed use: the proposed party's financial strength and reliability, their business experience and expertise, their personal and
<br />business reputation, their managerial and operational skills, their proposed use and projected rental, as well as other relevant
<br />factors.
<br />(e) Lessor shall have a reasonable period of time from the receipt of all documents and other information required under this provision
<br />to grant or deny its approval of the proposed party. Lessor may reevaluate the rent, insurance and/or bond provisions of this Lease,
<br />and may condition its approval of the proposed assignment, sublease, hypothecation, mortgage, or other transfer on the party's
<br />acceptance of the new terms. Lessee's rights stated in this paragraph shall apply regardless of whether the proposed transfer coincides
<br />with a regular rent review period as stated in Section 3 Paragraph 3(c) above.
<br />(f) Lessee's mortgage or hypothecation of this Lease, if approved by Lessor, shall be subject to terms and conditions imposed by a
<br />separately negotiated encumbrancing agreement.
<br />(g) Upon the express written assumption of all obligations and duties under this Lease by an assignee approved by Lessor, the Lessee
<br />may be released from all liability under this Lease arising after the effective date of assignment and not associated with Lessee's use,
<br />possession or occupation of or activities on the Lease Premises; except as to any hazardous wastes, substances or materials as defined
<br />under federal, state or local law, regulation, or ordinance manufactured, generated, used, placed, disposed, stored or transported on
<br />the Lease Premises during Lessee's tenancy.
<br />(h) If the Lessee files a petition or an order for relief is entered against Lessee, under Chapters 7, 9, 11 or 13 of the Bankruptcy Code
<br />(II USC Sect. 101, et seq.) then the trustee or debtor -in -possession must elect to assume or reject this Lease within sixty (60) days
<br />after filing of the petition or appointment of the trustee, or the Lease shall be deemed to have been rejected, and Lessor shall be entitled
<br />to immediate possession of the Lease Premises. No assumption or assignment of this Lease shall be effective unless it is in writing
<br />and unless the trustee or debtor -in -possession has cured all Defaults under this Lease (monetary and non -monetary) or has provided
<br />Lessor with adequate assurances (1) that within ten (10) days from the date of such assumption or assignment, all monetary Defaults
<br />under this Lease will be cured; and (2) that within thirty (30) days from the date of such assumption, all non -monetary Defaults
<br />under this Lease will be cured; and (3) that all provisions of this Lease will be satisfactorily performed in the future.
<br />Form51.16 (Rev. 10/14)
<br />Page 7 of 12
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