Res 2007-183 - Laserfiche WebLink

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any proposed assignee or sublessee, together with a complete copy of the proposed assignment agreement or sublease. Upon any such assignment, the assignee shall execute and deliver to Lessor a written assumption, in form and substance reasonably satisfactory to Lessor, of all of the obligations of Lessee pertaining to the Leased Premises and accruing under this Lease after such assignment. No assignment or subletting by Lessee shall release, or be deemed or construed as releasing, Lessee from its obligations and liabilities hereunder. Furthermore, neither the City's consent to any assignment or subletting, nor any assignment made pursuant to clause (d} of this Section 7.1, shall constitute, or be deemed or construed as constituting, either (i) City's consent to any subsequent assignment- or subletting or (ii) a waiver of the City's right to consent to any subsequent assignment or subletting. Any Change of Control (as defined herein} with respect to Lessee during the term of this Lease shall be deemed an assignment by Lessee and therefore subject to the terms of this Section 7.1(a). For purposes of this Section 7.1 {a), a "Change of Control" means a direct change of the power to direct or cause the direction in the management or policies of Lessee through a change in ownership of the membership interests in Lessee, either directly or indirectly (including, without limitation, a change in the ownership of JQH Development (as defined herein)), or otherwise. (b) In addition to the prohibitions against transfer of this Lease and the leasehold estate created thereby set forth in paragraph (a) of this Section 7.1, the Master Agreement contains a prohibition against the transfer of the Hotel to a Tax Exempt Entity. If, notwithstanding such prohibition, the Hotel is transferred to a 'l'ax Exempt Entity, then in addition to constituting an Event of Default under this Lease, and without limiting Lessor's rights as a result of such Event of Default, Base Rent for the Lease Year in which such transfer occurs and each subsequent Lease Year during the Term shall thereupon automatically increase, effective immediately with the increased amount for the then current Lease Year being due on the date of such transfer, to an annual amount equal to one hundred percent (100%) of the City's annual debt service (including principal and interest} on the bond debt issued by the City to finance its construction of the Conference Center pursuant to the terms of the Master Agreement during the applicable Lease Year, and Lessee shall be required to pay the additional amounts required to be paid to the City pursuant to Section 4.1.4 of the Master Agreement as a result of such transfer. (c) No sublessee shall have any right to sublease or otherwise assign or encumber its interest in, or to grant any license for the use of, the Leased Premises. (d) Notwithstanding any of the foregoing appearing to the contrary, Lessee may assign all of its rights in and to this Lease pursuant to that certain Sponsor Entity Right of First Refusal Agreement (the "ROFR Agreement") dated as of September 16, 2005 by and among the Trust and JD holdings, LLC at any time after the Commencement Date; provided (i) such assignment is to JD Holdings, LLC or any other entity to whom JD Holdings, LLC may assign its rights under the ROFR Agreement without the consent of John Q. Hammons or the Trust; and (ii) the entity receiving the assignment expressly assumes all of the covenants and obligations of Lessee herein in a writing acceptable to the City in its sole discretion. 14 zo2s9aa.1