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Attn.: <br />13. Memorandum of Agreement. At Optionee's request, Optionor shall execute a <br />memorandum of this Agreement in a form satisfactory to Optionee and Optionee may record <br />such memorandum in the real estate records of the County in which the Real Property is located. <br />14. Assignment. Optionor may not assign its interest in this Agreement, or any of its rights <br />or obligations hereunder, without the prior written consent of Optionee, which shall not be <br />unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing paragraph, <br />Optionee may, without the prior written consent of Optionor assign its interest in this Agreement, <br />or any of its rights or obligations hereunder to a Permitted Transferee (as defined below). As <br />used herein, the term "Permitted Transferee" means (a) any affiliate of Optionee, being a person <br />or entity who, directly or indirectly, controls, is controlled by, or is under common control with, <br />Optionee, including any partner, member, stockholder or other equity holder of Optionee (for <br />purposes of this definition, "control" shall mean the power, direct or indirect, to direct or cause <br />the direction of the management and policies of Optionee, whether through ownership of voting <br />securities, membership, partnership or other ownership interests, by contract or otherwise; and <br />the terms "controlling" and "controlled" shall have correlative meanings); or (b) a successor <br />related to Optionee by merger, consolidation, non - bankruptcy reorganization or government <br />action. No transfer or assignment in violation of the provisions hereof shall be valid or <br />enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall <br />inure to the benefit of and shall be binding upon the successors and assigns of the parties. <br />15. Further Instruments. Each Party will, whenever and as often as it shall be reasonably <br />requested to do so by the other, cause to be executed, acknowledged or delivered any and all <br />such further instruments and documents as may be necessary or proper, in the reasonable opinion <br />of the requesting party, in order to carry out the intent and purpose of this Agreement. <br />16. Calculation of Time Periods: Business Day; Time of Essence. Unless otherwise <br />specified, in computing any period of time described herein, the day of the act or event after <br />which the designated period of time begins to run is not to be included and the last day of the <br />period so computed is to be included, unless such last day is not a Business Day, in which event <br />the period shall run until the end of the next day which is a Business Day. The last day of any <br />period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in <br />which the Real Property is located. As used herein, the term "Business Day" means any day that <br />is not a Saturday, Sunday or legal holiday for national banks in the city in which the Real <br />Property is located. Subject to the foregoing provisions, time is of the essence of this <br />Agreement. <br />17. Entire Agreement; Amendments. This Agreement (including the documents delivered <br />pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the <br />subject matter of this Agreement and supersedes all prior agreements or letters of intent of the <br />Parties. This Agreement may not be amended, modified, or supplemented except by a written <br />instrument signed by an authorized representative of each of the Parties. <br />12 <br />51528687.9 <br />