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e~~ voi F'a ii~i_i?491 DF'F; ?9F~? u?6 ARTICLE 7 Assignment and Subletting 7.1 Assignment and Subletting. (a) Lessee shall not sell, convey, assign or sublet this Lease or all or any portion of the leasehold estate created hereby without the express prior written consent of Lessor, which consent shall not be unreasonably withheld; provided, however, that in no event shall Lessor be obligated to consent to any assignment or subletting if (i) same is to a public entity exempt from AV Taxes (a "Tax Exempt Entity") or to any Person who, in Lessor's reasonable discretion, does not have the same level of experience and/or reputation for quality as John Q. Hammons Hotels & Resorts in operating conference centers such as the Conference Center or (ii) at the time of such assignment or subletting the Hotel is not concurrently sold to the Person to whom the Lease is being assigned or the Leased Premises sublet. Lessee shall, in connection with any proposed assignment or sublease, provide notice to Lessor of the name and address of 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 pazagraph (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 Tax 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 during the applicable Lease Yeaz, 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-14 803273.4