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Page 6 of 8 <br />ATTY/AGR/2022.014.05/TRI-PARTY AGREEMENT <br />REV: 01-25-2022 VR <br />7.Continuing Liability.No expiration or termination of this License shall release Developer <br />from any liability hereunder resulting from any breaches of this License happening prior to <br />the expiration or termination of this License. <br />8.Assignment or Subletting; Successors and Assigns. <br />(a) Developer shall not transfer, assign, sublet or sublicense (each a,“transfer”) any <br />of its rights or obligations under this License without Owner’s prior written consent, <br />which may be withheld in Owner’s sole and absolute discretion unless the transfer <br />is to a permitted or approved transferee under the Development Agreement, in <br />which case Owner will consent to a transfer using the same standards as the City <br />is required to follow under the Development Agreement. <br />(b) Subject to the foregoing, this License shall be binding on and inure to the benefit <br />of the parties and their permitted successors and assigns. <br />9.Force Majeure.If either party is rendered unable, wholly or in part, by force majeure to <br />carry out its obligations under this License, then the obligations of both Developer and <br />Owner, so far as they are affected by such force majeure, shall be suspended during the <br />continuance of any inability so caused and the term is this License shall be extended by <br />that same period of time, and such cause shall so far as possible be remedied within a <br />reasonable time. The term “force majeure” as employed in this License shall mean acts <br />of God, strikes, lockouts, or other disturbances, acts of public enemies, wars, blockades, <br />insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, <br />washouts, interruptions by government not due to the fault of the affected party, civil <br />disturbances, explosions, or unforeseeable action or nonaction by governmental bodies <br />in approving the applications for approvals or permits, or any material change in <br />circumstances arising out of legislation, regulation, or litigation, or other events beyond <br />the reasonable control of the affected party. <br />10. Notices.All notices, demands and other formal communications hereunder shall be <br />deemed given if: (i) delivered personally or by courier; (ii) sent by overnight express <br />delivery; (iii) mailed by registered or certified mail (return receipt requested), postage <br />prepaid, or (iv) sent by email in PDF format ("Email Notification") provided that (x) notice <br />received after 5:00 p.m. on a business day or on a non-business day shall be deemed <br />received on the next business day and (y) any sender of an Email Notification also delivers <br />the notice by one of the methods listed in (i)-(iii) (the "Secondary Notice") (provided that <br />if the recipient of the Email Notification responds with an email acknowledgement of <br />receipt (an automatic "read receipt" does not constitute acknowledgement), Secondary <br />Notice is not required), to a party at its respective address set forth below (or at such other <br />address as shall be specified by the party by like notice given to the other party(ies): <br />Developer:1548 Maple, LLC <br />c/o The Carlyle Group <br />Attn: Charles Manhoff <br />555 Mission Street, Suite 3300 <br />San Francisco, CA 94105 <br />Email:charles.manhoff@carlyle.com <br />with a copy to:1548 Maple, LLC <br />Attn; James Williams