Common use of Assignment and Subleasing Clause in Contracts

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.

Assignment and Subleasing. During Sublessee shall not voluntarily or by operation of law assign this Sublease or enter into license or concession agreement, sublet all or any part of the Lease TermSublease Premises, the Lessee may assignor otherwise transfer, sublease mortgage, pledge, hypothecate or transfer to encumber all or any Person, at any time, part of Sublessee’s interest in whole this Sublease or in part, its right, title or interest in, to or under this Lease the Sublease Premises or any portion of the Leased Property part thereof (collectively, a “Transfer”), without the prior written consent of the Lessor so long as Prime Landlord (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable pursuant to the Lessor including those promulgated terms of the Prime Lease) and Sublessor (whose consent shall not be unreasonably withheld, conditioned or delayed). Any attempt to do so without such consent being first had and obtained shall be wholly void and shall constitute a default by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations Sublessee under this Lease after giving Sublease. Sublessee hereby irrevocably assigns to Sublessor all Rent and other sums or consideration in any form, from any Transfer, net of all reasonable attorneys’ fees, construction costs and brokerage fees incurred by Sublessee in order to effect such Transfer (the “Net Transfer Proceeds”). Sublessee agrees that Sublessor, as assignee and as attorney-in-fact for Sublessee, or a receiver for Sublessee appointed upon Sublessor’s application, may collect such Rent and other sums and apply the same against amounts owing to Sublessor in the event of Sublessee’s default beyond any such assignmentapplicable notice, sublease grace or transfercure periods; provided, and (z) Lessor retains all of its interests in and benefits of however, that until the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date occurrence of any such assignment default by Sublessee or Sublessee’s subtenant, Sublessee shall have the right to collect such sums, provided that the Net Transfer Proceeds shall belong solely and transferexclusively to Sublessor. Notwithstanding any Transfer, no Event Sublessee shall not be relieved of Default existsits obligations hereunder, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory a consent to the Lessor, (c) all filings of one Transfer shall not constitute a consent to any other Transfer or in respect of any such assignment and transfer necessary to protect the rights a waiver of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssection.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease shall not assign or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this ------------------------- Lease nor sublet all or any portion of the Leased Property Premises without the prior written consent of the Lessor so long as (v) Lessor, which consent shall not be unreasonably withheld, provided, however, that no such consent shall be necessary for any such assignment, sublease assignment to any successor in interest to Lessee in connection with any sale or transfer would not subject the Lessor to a violation of laws all or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains substantially all of its interests in and benefits assets or upon any merger or consolidation. If Lessee seeks to sublet or assign all or any portion of the Cash Collateral and receives prior certification thereof from Premises, a copy of the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, proposed sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder assignment agreement and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby all agreements collateral thereto, shall be made and shall expressly provide in writing that it is subject and subordinate delivered to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than least thirty (30) days’ days prior written notice to the commencement of such the sublease or assignment or transfer, such notice to identify (the "Proposed Effective Date"). Each permitted assignee or transfereesublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the term of this Lease. No such In the event of any sublease or assignment and transfer will diminish of all or discharge any portion of the Lessee’s obligations under Premises where the rent reserved in the sublease or assignment exceeds the rent or pro rata portion of the rent, as the case may be, for such space reserved in the Lease, Lessee shall pay the Lessor monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, one-half (l/2) of the excess of the Rent reserved in the sublease over the Rent reserved in this Lease or applicable to the other Operative Documentssublease space.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to Provided Tenant is not in default of any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property terms, conditions or covenants contained in this Sub-lease, Tenant shall not, without the prior written consent of the Lessor so long as (v) Landlord, which consent shall not be unreasonable withheld, assign this Sub-lease or sublet to an affiliated company of Tenant or its parent company. No assignment or subletting shall be for any such assignmentuse which is unlawful, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable detrimental to the Lessor including those promulgated by OFACrental space, (w) no Event more hazardous on account of Default shall have occurred fire or otherwise, or for a use that will cause greater wear and be continuing or, after giving effect to such assignment, sublease or transfer, tear than the use for which the rental space is leased as defined in Paragraph 3 hereinabove for a term which would exist, (x) extend beyond the termination date of the primary term of this Sub-lease. Notwithstanding any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such or assignment, sublease Tenant shall remain principal obligor to the Landlord under all the terms, conditions, covenants and obligations of this Sub-lease; and, the acceptance of an assignment or transfersubletting of the rental space by any firm, person or corporation shall be construed as a promise on the part of such assignee or subtenant to be bound by and (z) Lessor retains perform all of its interests in the terms, conditions and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to covenants by which it Tenant herein is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transfereebound. No such assignment or subletting shall be construed to constitute a novation or a release of any claim Landlord may then or thereafter have against Tenant hereunder. In the event of default by Tenant while the rental space is assigned or sublet, Landlord, in addition to any other remedies provided herein (or provided by law), may at Landlord’s option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and transfer will diminish Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or discharge any subtenant shall release Tenant from the further performance of the Lessee’s its obligations under this Lease or the other Operative Documentshereunder.

Assignment and Subleasing. During Except as set forth in the Lease Termnext two sentences, the no Lessee may assign, assign its rights and obligations under this Lease or sublease or transfer any Leased Property to any Person, at any time, in whole or in part, without the consent of the Funding Parties. Concord may assign its right, title or interest in, to or rights and obligations under this Lease to a Significant Subsidiary, provided that Concord reaffirms its obligations under the Guaranty Agreement (in which case Concord shall be released from liability as a Lessee (but not as an Obligor) under this Lease and the other Operative Documents). Each Lessee may sublease all or any portion of the any Leased Property to any Subsidiary of Concord and may sublease up to 50% of the floor space of any Leased Property to any Person without the prior written consent of the Lessor so long Funding Parties, provided that (a) all obligations of such Lessee shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no sublease had been made, and all obligations of Guarantor and the Subsidiary Guarantors under the Guaranty Agreement and the Subsidiary Guaranty, respectively, shall continue in full force and effect; (vb) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is shall be expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease Loan Agreement and the other Operative Documents unless Documents; and (ac) on each such sublease shall terminate at least one day before the effective date Lease Termination Date. Each Lessee shall give the Agent and Lessor prompt written notice of any such assignment and transfersublease. Except pursuant to an Operative Document or the IDB Documentation, no Event of Default existsthis Lease shall not be mortgaged or pledged by any Lessee, (b) the parties enter into an assignment agreement nor shall any Lessee mortgage or pledge any interest in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting or any provisions of this Article XII, any portion thereof. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During the Lease Term, the Lessee may Tenant shall not assign, sublease mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer to any Personthis Lease (collectively, at any time“assignment”), in whole or in part, its rightwhether voluntarily or involuntarily or by operation of law, title nor sublet or interest in, to or under this Lease permit occupancy by any person other than Tenant of all or any portion of the Leased Property Premises without in each instance first obtaining the prior written consent of the Lessor so long as (v) Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant hereby agrees that Landlord may withhold its consent to any such assignment, proposed sublease or transfer would not subject assignment if at the Lessor time of Tenant’s request for Landlord’s consent to a violation any proposed assignee or subtenant (i) Tenant is in default of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all its obligations under this Lease after giving effect beyond applicable notice and cure periods, or (ii) the use to be made of the Premises by the proposed assignee or subtenant differs from the uses permitted under this Lease. Tenant further agrees that Landlord may withhold its consent to any such assignment, proposed sublease or transferassignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (Title III of the Americans with Disabilities Act) for which Landlord would be responsible hereunder and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional ADA requirements and/or Environmental Laws and obtain Landlord’s written consent thereto, and (zb) Lessor retains comply with all Landlord’s reasonable conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of its interests in and benefits such improvements. No consent to any assignment or sublease shall constitute a waiver of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIISection 15, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance all subsequent assignments or subleases may be made only with the terms hereofprior written consent of Landlord, (e) the Lessor which consent shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably requestnot be unreasonably withheld, (f) such assignment and transfer will not result in a Material Adverse Effectdelayed or conditioned, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor but which shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect be subject to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice provisions of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsSection 15.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not, except as hereinafter provided, be unreasonably withheld, delayed or conditioned. Any change in control of Tenant due to a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer which requires Landlord’s prior written consent. In making a determination to grant or withhold such consent, in addition to any other relevant factors, Landlord shall be entitled to consider the Lessor creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee and whether or not the proposed use will increase wear and tear on the Demised Premises. In addition, if the intended use by the proposed assignee or sublessee involves in any way any Hazardous Substances other than the Hazardous Substances then being used by Tenant at the Demised Premises, in accordance with Section 17 of this Lease, and if such additional Hazardous Substances create, in the reasonable judgment of Landlord an increased risk of Contamination at the Demised Premises, Landlord shall be unconditionally entitled to withhold consent to the proposed assignment or sublease. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its liability hereunder; provided, however, that so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have has occurred and be continuing oris continuing, after giving effect to such Landlord shall not collect any rent directly from any subtenant of less than the entire Demised Premises or otherwise interfere with the exercise by Tenant of its rights as sublandlord under the sublease. No assignment, sublease mortgaging, subletting or transfer, would exist, (x) use or occupancy by others shall in any such sublease is expressly subject and subordinate way be construed to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and relieve (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge Tenant from any of its liability hereunder to pay Base Rent, Additional Rent and all other sums payable by Tenant hereunder or to perform its obligations hereunder (which shall in every instance continue as the Lessee’s obligations liability and obligation of a principal and not a surety) or (ii) Guarantor from any of its liabilities under the Guaranty attached hereto as Exhibit “H” and forming a part hereof, which Guaranty shall remain in full force and effect, or from thereafter obtaining the express consent of Landlord to any other or further assignment, mortgaging or subletting of this Lease or the other Operative DocumentsLease.

Assignment and Subleasing. During the Lease Term, the Lessee Either party may assign, sublease assign all or transfer to any Person, at any time, in whole or in part, a portion of its rightrights, title or interest in, to interests hereunder or under a particular SLA, provided, however, that the proposed assignee shall agree in writing to be bound by the terms and conditions of this Lease or any portion MSA and each applicable SLA. In the event that the proposed assignee provides audited (i) balance sheets and (ii) statements of operations prepared in accordance with GAAP which indicate that the assignee has a financial position, as measured by reference to such assignee's net worth, operating results, and working capital, which is comparable to that of the Leased Property without assigning party's best financial position using the same formula during the previous three (3) years but in no event prior written consent to the date of this MSA, the assigning party shall be released from any and all obligations under the assigned instruments and for the assigned Sites. No such assignment by either party shall affect the rights and obligations of the Lessor so long other party under this MSA. In the event that the proposed assignee does not have a financial position (as (vdefined above) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable which is comparable to the Lessor including those promulgated by OFACassigning party's best financial position during the previous three (3) years, (w) but in no Event event prior to the date of Default this MSA, the assigning party shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains remain liable for all obligations under the assigned instruments and for the assigned Sites. Bright PCS shall not be entitled to assign its interest under this Lease after giving effect MSA or an SLA to any such assignment, an entity which utilizes a spectrum different than that of Bright PCS unless it first obtains SBA's prior written consent which consent shall not be conditioned or unreasonably withheld or delayed by SBA. SBA acknowledges that its consent to a proposed assignment by Bright PCS to an entity which operates at a spectrum different from Bright PCS's will be unreasonably withheld if the operation at said spectrum will not cause interference with the operation of other equipment at each applicable BTS Site affected by the SLA proposed to be assigned by Bright PCS. Bright PCS shall have no right to sublease or transferpartially assign its rights under any SLA unless it first obtains SBA's prior written consent; however, and (z) Lessor retains all of its interests in and benefits of SBA shall be entitled, subject to the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Optionprovisions hereof, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, to sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not partially assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) SLA without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ obtaining Bright PCS's prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsconsent.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (va) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby Tenant shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will notpermitted, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ days prior written notice to Landlord, to assign this Lease or sublet the Demised Premises or any portion thereof. In the event Tenant effects a transfer in connection with a merger, a share exchange or sale of such all or substantially all of the assets of Tenant, Tenant shall be permitted, upon providing written notice to Landlord, to assign the option to purchase the Demised Premises contained in Paragraph 28 hereof. Any permitted assignment or transfersubletting shall be expressly subject to all terms and provisions of this Lease, such notice including the provisions of Paragraph 4 pertaining to identify the use of the Demised Premises. In the event of any assignment or subletting, Tenant shall remain fully liable for the full performance of all Tenant's obligations under this Lease. Tenant shall not assign its rights hereunder or sublet the Demised Premises without first obtaining a written agreement from assignee or transfereesublessee whereby assignee or sublessee agrees to be bound by the terms of this Lease. No such assignment and transfer will diminish or discharge any subletting shall constitute a novation. In the even of the Lessee’s occurrence of an event of default while the Demised Premises are assigned or sublet, Landlord, in addition to any other remedies provided herein or by law, may at Landlord's option, collect directly from such assignee or subtenant all rents becoming due under such assignment or subletting and apply such rent against any sums due to Landlord hereunder. No direct collection by Landlord from any such assignee or subtenant shall release Tenant for the performance of its obligations under this Lease or the other Operative Documentshereunder.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not be unreasonably withheld or conditioned. In making a determination to grant or withhold such consent, Landlord shall be entitled to consider the Lessor creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee (to the extent such use amends or alters the Permitted Use then in effect) and whether or not the proposed use will materially increase wear and tear on the Demised Premises. Landlord shall never be required to consent to any proposed use involving heavy manufacturing or chemical processing. In addition, if the intended use by the proposed assignee or sublessee involves in any way different amounts or types of Hazardous Substances than the Hazardous Substances then being used or stored by Tenant at the Demised Premises, in accordance with Section 17 of this Lease, at the time of the proposed assignment or sublease, which different or additional Hazardous Substances create, in the reasonable judgment of Landlord a materially increased risk of Contamination at the Demised Premises, Landlord shall be unconditionally entitled to withhold consent of the proposed assignment or sublease in its absolute discretion. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its liability hereunder; provided, however, that Landlord will allow Tenant to collect all amounts payable by any permitted assignee or sublessee so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have has occurred and be continuing or, after giving effect to is continuing. No such assignment, sublease subletting, occupancy or transfercollection shall be deemed the acceptance of the assignee, would existtenant or occupant, (x) any such sublease is expressly subject and subordinate to this Leaseas Tenant, (y) Lessee remains liable for all or a release of Tenant from the further performance by Tenant of Tenant's obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsLease.

Assignment and Subleasing. During the Lease TermLESSEE WILL NOT, the Lessee may assignWITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, sublease or transfer to any PersonSUBLEASE OR OTHERWISE RELINQUISH POSSESSION OF ANY ITEM OF EQUIPMENT, OR ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS LEASE, AND ANY ATTEMPTED SUBLEASE, RELINQUISHMENT, ASSIGNMENT, TRANSFER OR ENCUMBERING BY LESSEE SHALL BE NULL AND VOID. Lessor may, at any time, with the prior approval of Lessee, sell, transfer, assign, and grant a security interest in, this Lease, the Equipment or any Item, in whole or in part, its rightand in such event any such purchaser, title transferee, assignee, or secured party shall have and may exercise all of Lessor's rights with respect to the Item(s) of Equipment to which such sale, transfer, assignment or grant of security interest inrelates. Any of Lessor's assigns may, to or under this Lease or any portion of the Leased Property without the upon prior written consent approval of Lessee, reassign such rights and may grant a security interest therein and in any such Item(s) of Equipment. Any such sale, transfer, assignment, or security interest shall be subject to Lessee's rights and options, if any, under the Lessor subject Lease and with regard to the subject Equipment, so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have has occurred and be is continuing or, after giving effect hereunder. All obligations of Lessor to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect shall remain enforceable against Lessor. Lessee agrees to execute related acknowledgments and other documents that may be reasonably requested by Lessor. Lessee agrees that, upon written notice to Lessee of any such sale, transfer, assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all casessecurity interest, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder accept and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereofdirections and demands of Lessor's assigns. Notwithstanding the first paragraph of this Article XIITHE RIGHTS OF ANY OF LESSOR'S ASSIGNS SHALL NOT BE SUBJECT TO ANY DEFENSE, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transferCOUNTERCLAIM, no Event of Default existsOR SETOFF THAT LESSEE MAY HAVE AGAINST LESSOR, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsPROVIDED LESSEE APPROVED SUCH ASSIGNMENT IN WRITING.

Assignment and Subleasing. During Subleasing and assignment are the Lease Termimportant exit rights for a tenant in the event that the tenant’s business needs change and it needs to give up all or part of the premises. A landlord base form is typically restrictive in allowing subleasing (a transfer of less than all of tenant’s rights in the lease either by being for less than all of the premises or less than all of the term) or assignment (a transfer of all of tenant’s rights in the lease), granting the Lessee may assignright only with the consent of landlord; however, tenants often request accommodations to those restrictions, such as requiring the consent not to be unreasonably withheld, conditioned or delayed and providing for free assignment to affiliated entities or entities resulting from a merger of the tenant with another entity or purchasing all or substantially all of the assets of the tenant, which would seem reasonable if the original tenant remains primarily liable for the obligations under the lease (a standard landlord lease provision). Typically a landlord will request any excess rent obtained from a sublease or transfer assignment (often this can be compromised to any Person, at any time, one-half of the excess and adding provisions excluding the costs of obtaining the sublease) and sometimes a landlord will reserve the right to recapture the premises in whole lieu of approving or in part, its denying an assignment. Tenants should be cautious about granting a recapture right, title or interest in, to or under this Lease or any especially in situations where the tenant subleases a portion of the Leased Property without premises for less than the prior written entire remaining term. A recapture provision also has a chilling effect on potential assignees or subtenants. A point of contention if often whether consent could be deemed given if landlord does not respond within a certain period of time. If the lease is silent, the tenant typically has the right to assign the lease, so landlords should be careful to protect their interests in having control over future subtenants or assignees by setting forth limits in the lease. It should also be noted that in some instances a bankruptcy court can ignore assignment provisions in a lease where the tenant is in bankruptcy. As opposed to tenants, landlords are typically (and rightly) given the unfettered ability to transfer the lease. The landlord should be released from liability after a transfer and delivery of any security deposit (such liability transferring to future owners). It should be noted that even if not expressly stated in an assignment section, the typical lease provision limiting actions against landlord to its interest in the property could be read to limit liability after a sale of the Lessor so long as property (v) any such assignmenti.e., sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) former landlord has no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor interest left in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsproperty).

Assignment and Subleasing. During the Lease TermTenant may not, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as Landlord (v) any such assignmentwhich shall not be unreasonably withheld), sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under assign this Lease after giving effect to (or permit any such assignmentassignment of this Lease by operation of law) or sublet the Premises or any portion thereof or mortgage, sublease pledge or transferhypothecate its leasehold interest or grant any license within the Premises, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any attempt to do any of the Lessee’s obligations hereunder foregoing without the prior written consent of Landlord shall be void and no effect. Landlord's prior consent shall not be required for an assignment or subletting by Tenant to any Affiliate of Tenant (hereinafter defined) provided Tenant gives Landlord prior written notice of Tenant's intent to so assign or sublet to such Affiliate. The term "Affiliate" shall mean (i) any corporation or other entity which, directly or indirectly, Controls (hereinafter defined) or is Controlled by or is under common Control with Tenant or (ii) any corporation or other entity not less than fifty percent (50%) of whose outstanding stock or other ownership interest shall, at the Lessee time, be owned directly or indirectly by Tenant or Tenant's parent corporation or other entity. For purposes of this paragraph, "Control" shall mean the possession, directly or indirectly, of the power to direct or cause a direction of the management and policies of such corporation or other entity, with the ownership of voting securities or by contract or otherwise. Notwithstanding any permitted assignment or subletting, the undersigned Tenant shall at all times remain directly and primarily liable under for the Lease with respect to the Leased Property performance of all covenants, duties and the Operative Documents to which it is a party. Each sublease permitted hereby obligations of Tenant and Landlord shall be made and shall expressly provide in writing that it is subject and subordinate permitted to this Lease and enforce the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease against the undersigned Tenant and/or any assignee, subtenant or other transferee without demand upon or proceeding in any such way against any other person. The acceptance of an assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance or subletting of the Leased Property in accordance with Premises by any assignee or subtenant shall be construed as a promise on the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice part of such assignment or transfer, such notice to identify the assignee or transfereesubtenant to be bound by and perform all of the terms, conditions and covenants by which Tenant herein is bound. No such assignment or subletting shall be construed to constitute a novation or to waive the requirement for obtaining consent to any subsequent assignment or subletting. In the event of default by Tenant after this Lease has been assigned or while the Premises are sublet, Landlord, in addition to any other remedies provided herein (or provided by law), may at Landlord's option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or subletting, and transfer will diminish Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or discharge subtenant shall release Tenant from Tenant's primary responsibility under the Lease (as aforesaid) and from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided, and subsequently any rental or other sums received by Tenant under any such sublease are in excess of the Lessee’s obligations rent and other sums payable by Tenant under this Lease Lease, or any additional consideration is paid to Tenant by the other Operative Documents.assignee under any such assignment, then Landlord shall declare fifty percent (50%) of such excess rental, less the cost of leasing commissions and

Assignment and Subleasing. During the Lease TermExcept as set forth in this Section 18, the Lessee Tenant may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under not assign this Lease or sublease all or any portion of the Leased Property without Premises. Tenant may, upon written notice to Landlord, assign or transfer (by sublease or otherwise) its rights arising under this Lease to any corporation, partnership or other entity which (i) is controlled by, controlling, or under common control with Tenant, (ii) shall merge or consolidate with or into Tenant, (iii) shall succeed to all or substantially all the assets, property and business of Tenant, or (iv) any affiliate or subsidiary or other party as may be required in connection with any merger (collectively “Assignee”). Any such Assignee shall have a net worth of at least One Hundred Million Dollars ($100,000,000) and, prior written consent of the Lessor so long as (v) to making any such assignment, sublease or transfer would not subject Tenant shall make a good faith determination that the Lessor Assignee otherwise has the capability to a violation of laws or regulations applicable to operate the Lessor including those promulgated by OFAC, Distributed Antenna System (w“DAS”) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereofof this Lease. Under all other circumstances where Tenant intends to sublease, such sublease shall require Landlord’s written consent, which consent may granted or withheld in Landlord’s sole and absolute discretion. Landlord may require any subleasing entity on Tenant’s system to enter in to a separate agreement with Landlord. Landlord shall be entitled to a twenty-five percent (e25%) share of the Lessor net profits from any fee paid under said sublease, license, or sublicense by such Carriers. The revenue share shall have received opinions not apply to the extent such payments are made as capital contributions to offset any of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations initial costs for the installation and design of the Communication Facility, whether made monthly or diminish Lessee’s rights under the Operative Documents in one or more lump sums, as well as any and all compensation and/or reimbursement for maintenance fees, administrative costs, expenses, and monitoring activities undertaken by Tenant on behalf of said Carriers. Unless agreed to otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor Tenant may not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any sublease portions of the Lessee’s obligations under cabling and antenna infrastructure it installs to any other party. Except as specifically covered within this Lease Lease, Tenant has no infrastructure use or the other Operative Documentsresale rights within SJCC.

Assignment and Subleasing. During the Lease Term, the Lessee Tenant may not assign, transfer, mortgage or encumber this lease, or sublease or transfer to any Person, at any timethe Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without first obtaining the prior written consent of the Lessor so long as Landlord, which Landlord shall not unreasonably withhold. Any assignment or sublease to which Landlord may consent (v) one consent not being any such assignment, sublease or transfer would not subject the Lessor basis to contend that Landlord should consent to a violation further change) shall not relieve Tenant of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests obligations hereunder. The withdrawal or change, whether voluntary, involuntary or by operation of law, of persons or entities owning a controlling interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option Tenant, or the Purchase Optionsale of Tenant's business, no sublease may have shall not be deemed a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies voluntary assignment of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory subject to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIISection 26, it being expressly understood that no further Landlord approvals shall be required from Landlord in order for Tenant to change the ownership structure or control of Tenant's business. Acceptance of rent by Landlord after any non-permitted transfer or assignment shall not constitute approval thereof by Landlord. It is expressly understood that Tenant's right to sublease or assign is subject to any right of first offer of ICAgen, Inc. and then any right of first offer of any other tenant at the Building to Tenant's Premises. In no event shall this Lease be assignable by operation of any law, and Tenant's rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. If this Lease shall be assigned or the Premises or any portion thereof sublet by Tenant at a rental that exceeds the rental to be paid to Landlord hereunder attributable to the Premises or that portion thereof so assigned or sublet, as the case may be, then and in such an event, any such assignment excess rent shall be divided evenly between Landlord and transfer shall include an appropriate provision for Tenant after netting out the operation, maintenance and insurance of the Leased Property in accordance reasonable cost associated with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssubletting.

Assignment and Subleasing. During 10.01 Tenant may, with the prior consent of Landlord in each instance, such consent not to be unreasonably withheld or delayed, sublet all or portions of the demised premises except as specifically provided herein. Tenant shall have the right to assign this Lease Term, without the Lessee may assign, sublease consent of Landlord (i) to an entity directly or transfer to any Person, at any timeindirectly owned by Tenant with a controlling interest provided that, in whole or in part, its right, title or interest in, to or under this Lease or any portion the event of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default Tenant shall have occurred remain and be continuing or, after giving effect to jointly and severally with such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains entity liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s performing Tenant's obligations hereunder and the Lessee shall remain directly indemnify and primarily liable under the Lease hold Landlord harmless with respect to the Leased Property any obligations, liability or costs incurred by Landlord with respect to any and the Operative Documents all subtenants and (ii) to a corporation into or with which Tenant is merged or consolidated or to which it is substantially all of Tenant's assets are transferred, provided, in each such case, a party. Each sublease permitted hereby copy of such assignment instrument shall be made and shall expressly provide in writing that it is subject and subordinate have been delivered to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor Landlord not more than ten (10) days after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such transaction and that such assignment recites that Tenant and transfer, no Event of Default exists, (b) the parties enter such corporation into an assignment agreement in form which Tenant has been merged or consolidated shall remain and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of be jointly and severally liable hereunder after any such assignment and transfer necessary for the remainder of any then existing Term but not thereafter. Tenant may permit any corporations or other business entities which control, are controlled by, or are under common control with Tenant including any affiliated company or subsidiary company (herein referred to protect the rights as "related corporation") to occupy, as licensee, subtenant or otherwise all or part of the Lessor Premises for any of the purposes permitted to Tenant, subject however to compliance with Tenant's obligations under this Lease. Any such subletting shall not be deemed to vest in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer related corporation any right or interest in this Lease or the demised premises nor shall include an appropriate provision for the operationit relieve, maintenance and insurance of the Leased Property in accordance with the terms hereofrelease, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish impair or discharge any of Tenant's obligations hereunder. For the Lessee’s obligations under this Lease or purposes hereof, (a) the other Operative Documents.term "

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease sublet all or transfer to any Person, at any time, part of the Leased Space in whole or in partpart without Lessor's consent. This Lease may be sold, assigned or transferred by the Lessee without any approval or consent of the Lessor to the Lessee's principal, affiliates, subsidiaries of its rightprincipal or to any entity which acquires all or substantially all of Lessee's assets by reason of a merger, title acquisition or other business reorganization. As to other parties, this Lease may not be sold, assigned or transferred without the written consent of the Lessor, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest inor control of Lessee or transfer upon partnership or corporate dissolution of Lessee shall constitute an assignment hereunder. Upon such assignment, to Lessee shall be relieved of all liabilities and obligations under this Lease. Lessor may not assign the Rent or under this Lease or any rights hereunder, or grant any interest in any portion of the Leased Property Premises, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of the Lessor so long as (v) any such assignmentLessee, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder sole and absolute discretion.. In the event that Lessee shall remain directly and primarily liable under the Lease with respect from time to the Leased Property and the Operative Documents to which it is time subleases all or a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender portion of the Leased Property Space or as otherwise reasonably required by the sublessee Lessee for work at the election Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Lessor after an Event Premises as is reasonably necessary for such work. Following the completion of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIIwork, Lessee may not assign or transfer its rights shall, at Lessee’s sole cost and obligations under this Lease and the other Operative Documents unless (a) on the effective date of expense, promptly repair any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory damage to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase temporary easement area arising from Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsthereof.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after a Construction Event of Default or an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.

Assignment and Subleasing. During Provided Tenant is not in default of any of the Lease Termterms, conditions or covenants contained in this Lease, Tenant shall not, without the Lessee may assignprior consent of the Landlord, sublease assign or transfer sublet the Premises. Tenant shall have the right to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease sublease/assign all or any portion of its Premises during the Leased Property without the prior written consent term of the Lessor so long as (v) any such assignment, sublease lease to an affiliate or transfer would not subject subsidiary of the Lessor parent company without Landlord's approval and to a violation of laws qualified Tenant or regulations applicable Tenants, subject to Landlord's approval which shall not be unreasonably withheld or delayed. No response within five (5) days shall be deemed as Landlord's approval, any profits generated by said subleasing or assignment shall be allotted 100% to Tenant. No assignment or subletting shall be for any use which is unlawful, detrimental to the Lessor including those promulgated by OFACdemised premises, (w) no Event more hazardous on account of Default shall have occurred fire or otherwise, or for a use that will cause greater wear and be continuing or, after giving effect to such assignment, sublease tear than the use for which the premises are leased as defined in Paragraph 3 hereinabove or transfer, for a term which would exist, (x) extend beyond the termination date of this Lease. Notwithstanding any such sublease is expressly subject or assignment, Tenant shall remain principal obligor to the Landlord under all the terms, conditions, covenants and subordinate to obligations of this Lease; and, (y) Lessee remains liable for all obligations under this Lease after giving effect the acceptance of an assignment or subletting of the premises by any firm, person or corporation shall be construed as a promise on the part of such assignee or subtenant to any such assignment, sublease or transfer, be bound by and (z) Lessor retains perform all of its interests in the terms, conditions and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to covenants by which it Tenant herein is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transfereebound. No such assignment or subletting shall be construed to constitute a novation or a release of any claim Landlord may then or thereafter have against Tenant hereunder. In the event of default by Tenant while the demised premises are assigned or sublet, Landlord, in addition to any other remedies provided herein (or provided by law), may at Landlord's option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and transfer will diminish Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or discharge any subtenant shall release Tenant from the further performance of the Lessee’s its obligations under this Lease or the other Operative Documentshereunder.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion Any assignment and subleasing of the Leased Property without Premises by Sublessee shall be subject to the provisions of the Master Lease ("Sublet"), subject to the prior written consent approval of both Lessor and Sublessor, and such right shall be personal to Sublessee. If Sublessee should desire to assign its entire interest in the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor Sublease Premises to a violation of laws or regulations applicable to the Lessor including those promulgated by OFACthird party, (w) no Event of Default then Sublessee shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all give Sublessor notice in writing of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably requestdesire to do so. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than Within thirty (30) days’ prior written notice days from receipt of that notice, Sublessor may elect to terminate the Sublease. In such event, the parties shall negotiate in good faith the date of such assignment or transfertermination, such notice to identify and Sublessee shall be released from all further liability under either the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Master Lease or the Sublease (except to the extent that any provisions thereof expressly survive termination). If Lessor and Sublessor consent to the Sublet, Sublessee may thereafter enter into a valid Sublet of the Sublease Premises or a portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Sublessee to Lessor and Sublessor, subject, however, to the condition that fifty (50%) of any excess of the Subrent over the Sublease Rent required to be paid by Sublessee under this Sublease, less reasonable attorneys' fees, leasing commissions, tenant improvements and other Operative Documentsreasonable subletting costs paid by Tenant on the Sublet, shall be paid to Sublessor.

Assignment and Subleasing. During Lessee during the Lease Term, the Lessee Term may not assign, sublease mortgage or transfer pledge to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the any Leased Property without the prior written consent of the Lessor so long as (v) Property, and any such assignment, sublease mortgage or transfer would not subject pledge shall be void. Except for the leasehold interest in the Modesto Site granted to Lessor to a violation of laws or regulations applicable pursuant to the Lessor including those promulgated by OFACGround Lease and as expressly permitted in this Article XII, (w) no Event Lessee may not sublease, in whole or in part, any of Default shall have occurred and be continuing orits right, after giving effect title or interest in, to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect or any portion of any Leased Property to any such assignmentPerson, sublease except that, following the Final Completion Date, Lessee may enter into subleases with (i) a direct or transfer, indirect wholly-owned Subsidiary of Guarantor and (zii) Lessor retains a Person which is not a direct or indirect wholly-owned Subsidiary of Lessee ("Third Party Sublease"); provided, however, that in no event shall the aggregate subleased space (together with the nonexclusive use of any related or necessary portion of any Site as necessary for access and parking) subject to all of its interests in and benefits Third Party Subleases exceed 30% of the Cash Collateral and receives prior certification thereof from aggregate net rentable square feet of any Site. Lessee shall not sublease any portion of any Leased Property to, or permit the Lessee and such other evidence thereof as sublease of any portion of any Leased Property by, any Person who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies relief of each such assignment, sublease or transferdebtors. No sublease hereunder will discharge or diminish any of the Lessee’s 's obligations hereunder to Lessor hereunder, and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a partyentire Premises. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property space subleased by the applicable sublessee at the election of the Lessor after an a Lease Event of Default, shall provide and that such provisions may be directly enforced by Lessor or Agent. All such subleases under this Article XII shall expressly provide in writing for termination on or prior to the Lessor and Lease Expiration Date unless Lessee shall provide that such sublessee expressly agrees purchase all of the Premises pursuant to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph Section 21.1(b) of this Article XIILease. Lessee shall, Lessee may not assign or transfer its rights and obligations under this Lease and within fifteen (15) days after the other Operative Documents unless (a) on the effective date execution of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory Third Party Sublease deliver to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in Agent a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice fully executed copy of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. In making a determination to grant or withhold such consent, Landlord shall be entitled to consider the Lessor so long as creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee (vto the extent such use amends or alters the Permitted Use then in effect) and whether or not the proposed use will materially increase wear and tear on the Demised Premises. Landlord shall never be required to consent to any proposed use involving heavy manufacturing or chemical processing. In addition, if the intended use by the proposed assignee or sublessee involves in any way materially different amounts or types of Hazardous Substances than the Hazardous Substances then being used or stored by Tenant at the Demised Premises, in accordance with Section 16 of this Lease, at the time of the proposed assignment or sublease, and if such materially different or additional Hazardous Substances create, in the reasonable judgment of Landlord a materially increased risk of Contamination at the Demised Premises. Landlord shall be unconditionally entitled to withhold consent of the proposed assignment or sublease in its absolute discretion. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its liability hereunder unless agreed upon by the parties hereto in writing. No such assignment, sublease subletting, occupancy or transfer would not subject collection shall be deemed the Lessor to acceptance of the assignee, tenant or occupant, as Tenant, or a violation release of laws or regulations applicable to Tenant from the Lessor including those promulgated further performance by OFAC, (w) no Event Tenant of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all Tenant's obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property unless agreed upon by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth parties hereto in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentswriting.

Assignment and Subleasing. During the Lease TermExcept as otherwise expressly provided in this Article, the Lessee may shall not assign, sublease transfer or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under encumber this Lease or any portion part hereof and shall not sublet, grant licenses or concessions, nor allow any other occupant to come in, with or under Lessee, nor shall Lessee permit this Lease or the leasehold estate hereby created to become vested in or owned by any other person, firm or corporation by operation of the Leased Property law or otherwise without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Lessee agrees that Lessor's consent shall not be considered unreasonably withheld, conditioned or delayed if: (a) such proposed assignee's financial condition is not equal to or better than Lessee's as of the date of this Lease (determined on the basis of assignee's balance sheet and net income); (b) the proposed assignee or subtenant is a governmental agency or present occupant of the Project or Lessor so long as is otherwise engaged in lease negotiations with the proposed assignee or subtenant for other premises in the Project; (vc) any uncured event of default that exists under this Lease (or a condition exists which, with passage of time or giving of notice, would become an event of default); (d) any portion of the Project would likely become subject to additional or different laws or legal requirements or would require a rezoning or zoning variance as a consequence of the proposed assignment or sublease; (e) the proposed assignee's or subtenant's use of the Leased Premises conflicts with the permitted uses or any exclusive usage rights granted to any other tenant in the Project; (f) the use, nature, business, activities or reputation in the business community of the proposed assignee or subtenant (or their respective principals, employees or invitees) are not reasonably acceptable to Lessor; (g) the proposed assignee or subtenant is or has been involved in litigation with Lessor or any of its affiliates; (h) the use of the Leased Premises or the Project by the proposed assignee or subtenant would, in Lessor's reasonable judgment, require material or substantial alterations to the Building, Leased Premises or Project in order to comply with applicable laws; (i) the business and operations of the proposed assignee or subtenant are inconsistent with the maintenance of a class A project, and/or would be incompatible with the business and operations being conducted by other tenants in the Project; (j) the proposed use by such subtenant or assignee could create a condition that is dangerous to persons or property (for example, a foreign consulate) or could create an atmosphere or condition that could be disruptive to the operation of the Building or Project (for example, an abortion or methadone clinic) or (k) with respect to a sublease, Lessee proposes to demise the sublease space in the commercially unreasonably manner (for example, a configuration that would not be readily leasable at the end of the Term of the Lease) and does not provide Lessor with additional security in an amount equal to all reasonably anticipated restoration costs. Any such assignment or subletting shall only be approved under such conditions as Lessor may, in it reasonable discretion, determine necessary. If Lessee is a corporation, then any type of transfer or assignment, sublease whether by merger, consolidation, liquidation, or transfer would otherwise, or any change in the ownership or power to vote a majority of Lessee's outstanding voting stock shall constitute a prohibited assignment for the purposes of this section. Acceptance of Rent by Lessor from anyone other than Lessee shall not subject be construed as a waiver by Lessor of the actions prohibited by this Section, nor as a release of Lessee from any obligation or liability under this Lease. In the event Lessor consents to an assignment or sublet by Lessee, Lessee shall not be relieved from its obligations under this Lease. In lieu of giving or objecting to any consent to a violation full assignment of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under Lessor may, at Lessor's option, elect to terminate this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all Lease. In the case of its interests in and benefits a proposed subletting of a portion of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Leased Premises, Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Optionmay, no sublease may have a term that extends beyond the Base Term Expiration Date. In all casesat Lessor's option, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the elect to terminate this Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender portion of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereofPremises being proposed for subletting. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the The effective date of any such termination shall be thirty (30) days after the proposed effective date of any proposed assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory or subletting. Notwithstanding anything to the Lessorcontrary contained in this Section, (c) all filings of or in respect of any such assignment and transfer necessary if Lessor elects to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of exercise its right to terminate this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters Lease as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatthis Section, Lessee shall provide have the right, within five (5) days after receipt of Lessor's election, to notify Lessor in writing that Lessee rescinds its request for Lessor's consent to the Lessor not assignment or sublet, in which case this Lease shall continue in full force and effect. Notwithstanding anything herein to the contrary, if the proposed sublease is for less than thirty (30) days’ prior written notice months and there shall remain after the term of such assignment or transfersublease of at least twelve (12) months in the term of this Lease, such notice Lessor shall not have the right to identify terminate the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsas provided above.

Assignment and Subleasing. During Lessee may not assign this Lease except that Lessee may assign this Lease to a Person that is wholly owned, directly or indirectly, by Lessee if (i) no Lease Event of Default shall have occurred or be continuing, and (ii) Lessee shall cause such assignee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such assignment and such assignee’s agreement to be bound by the terms of the Lease Termand the other Operative Documents, the provided that Lessee may assign, sublease or transfer not assign this Lease to any Person, at Offshore Affiliate or any time, in whole or in part, its right, title or interest in, to or Offshore Person under this Lease any circumstances. Lessee may sublease all or any portion of the Leased Property without the prior written consent of the Lessor so long as Property, provided that (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (wa) no Lease Event of Default shall have occurred or be continuing; (b) Lessee shall remain primarily liable for all obligations hereunder and be continuing orunder the other Operative Documents and all obligations of Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, after giving effect to such assignment, as though no sublease or transfer, would exist, had been made; (xc) any such sublease is shall be expressly subject and subordinate to this Lease, ; (yd) each such sublease shall terminate by its terms on or before the Scheduled Termination Date; (e) Lessee remains liable for all obligations under this Lease after giving effect to shall cause any such assignment, sublessee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such sublease or transfer, arrangement; and (zf) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies terms of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and negotiated in good faith by Lessee on an arm’s length basis. This Lease shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereundernot be mortgaged or pledged by Lessee, nor shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign mortgage or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of pledge any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor interest in the Leased Property and the or any portion thereof, other Operative Documents are made in a timely fashion, (d) without limiting any provisions of than as contemplated by this Article XII, any Lease. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During the Lease Term, the No Lessee may assign, sublease or transfer to assign any Person, at any time, in whole or in part, of its right, title or interest in, to or under this Lease Lease, except as set forth in the following sentence. Each Lessee may sublease all or any portion of the any Leased Property without the prior written consent Property, provided that (a) all obligations of the Lessor so long such Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no sublease had been made; and (vb) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is shall be expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease Loan Agreement and the other Operative Documents unless shall terminate on or before the Lease Termination Date, except that if such sublease is on commercial terms, provides for not less than fair market rent during its entire term (a) on in each case, taking into account the effective date type of property and location of the related Leased Property), which standard shall be confirmed by a third party appraisal reasonably satisfactory to Lessor if requested by Lessor, and provides that Lessor shall not be personally liable for any obligations under such sublease, such sublease may extend beyond the Lease Termination Date and Lessor shall execute a subordination and non-disturbance agreement in substantially the form attached as Exhibit B with respect to such sublease if requested to do so by the related Lessee. The related Lessee shall promptly reimburse Lessor for any and all costs and expenses incurred by Lessor or the Agent with respect to any such sublease. Each Lessee shall give the Agent and Lessor prompt written notice of any such assignment sublease and transfershall include a copy of such sublease with such notice. Except pursuant to an Operative Document, no Event of Default existsthis Lease shall not be mortgaged or pledged by any Lessee, (b) the parties enter into an assignment agreement nor shall any Lessee mortgage or pledge any interest in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting or any provisions of this Article XII, any portion thereof. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease sublet all or transfer to any Person, at any time, part of the Leased Space in whole or in partpart without Xxxxxx's consent. This Lease may be sold, assigned or transferred by the Lessee without any approval or consent of the Lessor to the Lessee's principal, affiliates, subsidiaries of its rightprincipal or to any entity which acquires all or substantially all of Lessee's assets by reason of a merger, title acquisition or other business reorganization. As to other parties, this Lease may not be sold, assigned or transferred without the written consent of the Lessor, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest inor control of Lessee or transfer upon partnership or corporate dissolution of Lessee shall constitute an assignment hereunder. Upon such assignment, to Lessee shall be relieved of all liabilities and obligations under this Lease. Lessor may not assign the Rent or under this Lease or any rights hereunder, or grant any interest in any portion of the Leased Property Premises, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of Xxxxxx, in Xxxxxx’s sole and absolute discretion.. In the Lessor so long as (v) any such assignment, sublease event that Lessee from time to time subleases all or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender portion of the Leased Property Space or as otherwise reasonably required by the sublessee Lessee for work at the election Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Lessor after an Event Premises as is reasonably necessary for such work. Following the completion of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIIwork, Lessee may not assign or transfer its rights shall, at Xxxxxx’s sole cost and obligations under this Lease and the other Operative Documents unless (a) on the effective date of expense, promptly repair any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory damage to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase temporary easement area arising from Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsthereof.

Assignment and Subleasing. During Tenant shall have the Lease Termright to sublet, the Lessee may assign, sublease transfer, reassign and grant concessions or transfer to any Person, at any time, licenses (a "Transfer") in whole or in part, its right, title or interest in, to or under this Lease all or any portion part of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred Premises and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its Tenant's rights and obligations under this Lease, without Landlord's consent. In the event of such a Transfer, Tenant shall remain liable for all of Tenant's obligations to Landlord arising hereunder so long as this Lease is not changed, modified or amended in any respect by Landlord and any transferee. Should Tenant wish to be relieved of its obligations hereunder upon a Transfer, Landlord's prior consent to a Transfer shall be required, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the other Operative Documents unless (a) on immediately preceding sentence, in the effective date of event any such assignment and transfer, no Event of Default exists, (b) the parties enter into assignee hereunder or assignee's guarantor subsequent to an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in has a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property net worth calculated in accordance with generally accepted accounting principles equal to or greater than the terms hereofnet worth of Advance Stores Company, (e) Incorporated, as of the Lessor shall have received opinions end of counsel with respect thereto and such other matters as the Lessor may reasonably requestfiscal year in which the Commencement Date of this Lease occurs, (f) Landlord's consent to such assignment shall not be necessary, and transfer will not result in a Material Adverse Effect, Tenant shall thereafter automatically (gand without any action by Landlord) such assignment and transfer will not result in the imposition be relieved of any unindemnified Taxes, (h) further obligations under this Lease. Landlord acknowledges and agrees that Landlord's conditioning of the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and granting of its consent upon obtaining (i) such assignment and transfer will not, with respect a material amendment or modification to the Lessorterms of this Lease or (ii) monetary compensation, violate shall be deemed unreasonable. In the use restrictions set forth event Tenant shall be reorganized, merged or consolidated with any other corporation, limited liability company or other business entity, or shall sell all or substantially all of its assets, any resulting or surviving corporation, limited liability company or other business entity, or any other person, which shall, as a result of such reorganization, merger, consolidation or sale, succeed to substantially all of the assets or the business of Tenant, and which shall assume all of the liabilities and obligations of Tenant under this Lease, shall automatically and without the necessity of further assignment or any other act become and be Tenant under this Lease in Article X hereof or Applicable Laws accordance with and providedsubject to all of the terms, further that, Lessee provisions and conditions hereof. Tenant shall provide to the Lessor not less than thirty (30) days’ prior written give Landlord notice of such assignment or transferany Transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any include a copy of the Lessee’s obligations under this Lease original instrument evidencing such Transfer; provided, however, that Tenant's failure to provide such notice shall not be an "Event of Default" (as hereinafter defined) by Tenant hereunder or give Landlord the other Operative Documentsright to exercise any right or remedy against Tenant hereunder.

Assignment and Subleasing. During LESSEE agrees not to assign or transfer ------------------------- this Lease or hypothecate Premises or any part thereof without the written consent of LESSOR, such consent not to be unreasonably withheld or delayed. Any assignment, transfer, hypothecation of this Lease Termwithout LESSOR'S consent shall entitle LESSOR to re-enter and repossess Premises. In the event of any assignment, sublease, transfer, hypothecation or assignment with LESSOR'S consent, LESSEE shall still remain primarily liable for the Lessee obligations created hereby, and all obligations of this Lease shall remain in full force and effect as to LESSEE. No merger, consolidation or other form of reorganization of LESSEE shall affect LESSEE's obligations under this Lease unless consent is given by LESSOR in writing. Any assignment or subleasing by LESSEE shall require LESSOR'S prior written consent not to be unreasonably withheld or delayed, provided that no part of Premises shall be sublet or assigned for use for a purpose which is unlawful, dangerous, noxious or offensive. No assignment or subleasing by LESSEE shall affect or diminish the obligation of LESSEE to perform all of the covenants required to be performed by LESSEE under the terms of this Lease. LESSOR shall have the right to assign this Lease, provided such assignee shall agree to assume all of LESSOR'S covenants and obligations hereunder. Upon such assignment and assumption, LESSOR shall be fully released from all obligations under this Lease. If LESSOR fails to grant, or deny consent to a proposed assignment or subletting within thirty (30) days following LESSEE's request therefor, such consent shall be deemed to be granted. Notwithstanding anything in this Lease to the contrary, LESSEE may at any time without the consent of LESSOR, assign, sublease sublet or otherwise transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor thereof to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) any entity into which LESSEE is merged or with which LESSEE is consolidated; (ii) any entity which shall control, be under the control of; or be under control with LESSEE (any such assignment and transfer will notentity shall be referred to herein as a Related Entity"), with respect the term "control" meaning ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and controlling interest if not a corporation; or (iii) any purchaser of all or substantially all of LESSEE's or any Related Entity's assets (or any purchaser of all or substantially all of LESSEE's business at Premises), whether by asset or stock sale. Notwithstanding anything in this Lease to the Lessorcontrary, violate the use restrictions set forth a subtenant or assignee of whatever tier may further sublet Premises or any portion thereof or assign its interest in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease (or a sublease hereunder) upon the other Operative Documentssame terms and conditions as apply to LESSEE.

Assignment and Subleasing. During the Lease TermTenant shall not assign this Lease, the Lessee may assignor otherwise transfer any interest in this Lease, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as Landlord, which consent may be withheld by Landlord in Landlord’s sole and absolute discretion, such consent shall not be unreasonably withheld. No consent to an assignment or sublease shall release Tenant or any Guarantor from any obligations under this Lease. If Tenant is a corporation, a transfer of more than 25% of the stock of said Tenant corporation shall be deemed an assignment for purposes of this Lease, unless the stock is traded publicly. Tenant shall not sublet portions of the Premises without Landlord’s prior written consent, which shall be in Landlord’s sole and absolute discretion. It is the intention of the Landlord to prohibit Tenant from competing with Landlord in the renting of space in the Property; therefore in the event of any sublease hereunder, Landlord shall be entitled to receive, in addition to any and all rent otherwise required under this Lease, one hundred (v100%) percent of any such assignmentamount paid to Tenant, sublease or transfer would not subject by a sub-tenant, above the Lessor Rent payable by Tenant to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate Landlord pursuant to this Lease. If a sublease is permitted by Landlord, (y) Lessee remains liable Tenant agrees to furnish Landlord with a photostatic copy of each sublease made for all obligations space in the Premises. Tenant shall not hypothecate, transfer, pledge or otherwise encumber this Lease or Tenant’s right hereunder nor shall Tenant permit any such encumbrance. Any attempt at assignment, sublease, pledge, transfer or encumbrance of this Lease without the prior written consent of Landlord shall be null and void, and a default under this Lease after giving effect Lease. Tenant shall and does hereby indemnify and agree to hold Landlord harmless from any such assignmentand all liabilities, sublease or transferclaims, and (z) Lessor retains causes of action arising under any terms and conditions of every sublease, license or concession agreement, unless such liabilities, claims and causes of action arise by reason of a default or breach by Landlord, or the negligent conduct or activity of Landlord, its agents or employees, under this Lease. If all of its interests in and benefits or any part of the Cash Collateral Premises shall be sublet or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect subrent from any and receives prior certification thereof from all subtenants or occupants, and apply the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect net amount collected to the Leased Property and the Operative Documents net annual rent reserved herein, but no such collection shall be, or be deemed to which it is be, a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date waiver of any such assignment and transferagreement, no Event term, covenant or condition of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the acceptance by Landlord of any subtenant or occupant as Tenant, or a release of Tenant from performance by Tenant of its obligations under this Lease. To secure the prompt and full payment by Tenant of All Rent in this Lease reserved and the faithful performance by Tenant of all the other Operative Documentsterms and conditions herein contained on its part to be kept and performed, Tenant hereby assigns, transfers and sets over unto Landlord, subject to the conditions hereinafter set forth, all of Tenant’s right, title and interest in and to all subleases that may hereafter be made and in and to all concession agreements hereafter made affecting any part of the Premises.

Assignment and Subleasing. During the Lease TermTenant may not, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignmentLandlord, sublease which consent shall not unreasonably withheld or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFACdelayed, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under assign this Lease after giving effect to (or permit any such assignmentassignment of this Lease by operation of law) or sublet the Premises or any portion thereof or mortgage, sublease pledge or transferhypothecate its leasehold interest or grant any license within the Premises, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any attempt to do any of the Lessee’s obligations hereunder foregoing without the prior written consent of Landlord shall be void and no effect. In any case where Landlord consents to an assignment, sublease, mortgage, pledge or hypothecation of the Lessee shall leasehold, the undersigned Tenant will nevertheless remain directly and primarily liable under for the Lease with respect to the Leased Property performance of all covenants, duties and the Operative Documents to which it is a party. Each sublease permitted hereby obligations of Tenant and Landlord shall be made and shall expressly provide in writing that it is subject and subordinate permitted to this Lease and enforce the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease against the undersigned Tenant and/or any assignee, subtenant or other transferee without demand upon or proceeding in any such way against any other person The acceptance of an assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance or subletting of the Leased Property in accordance with Premises by any assignee or subtenant shall be construed as a promise on the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice part of such assignment or transfer, such notice to identify the assignee or transfereesubtenant to be bound by and perform all of the terms, conditions and covenants by which Tenant herein is bound. No such assignment or subletting shall be construed to constitute a novation or to waive the requirement for obtaining consent to any subsequent assignment or subletting. In the event of default by Tenant after this Lease has been assigned or while the Premises are sublet, Landlord, in addition to any other remedies provided herein (or provided by law), may at Landlord's option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or subletting, and transfer will diminish Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or discharge subtenant shall release Tenant from Tenant's primary responsibility under the Lease (as aforesaid) and from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided, and subsequently any rental or other sums received by Tenant under any such sublease are in excess of the rent and other sums payable by Tenant under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its sole option, declare such excess rental under any sublease or such additional consideration for an assignment (after deducting the reasonable expenses incurred by Tenant of such sublease) to be due and payable by Tenant to Landlord as additional rent hereunder. Landlord shall have the right to transfer, assign, mortgage, convey and sublease all or any part of the Premises and this Lease, and nothing contained in this Lease shall be construed as a restriction upon Landlord's right to do any of the Lessee’s foregoing. If Landlord transfers this Lease, either specifically or by virtue of a transfer of all or any part of the Premises, then Landlord shall thereby be released from all obligations under this Lease or the other Operative Documentsarising hereunder after such transfer, and Tenant agrees to look solely to such assignee for performance of such obligations.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease shall not assign or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease nor sublet all or any portion of the Leased Property Premises without the prior written consent of Lessor, which shall not be unreasonably withheld. If Lessee seeks to sublet or assign all or any portion of the Lessor so long as (v) any such assignmentPremises, a copy of the proposed sublease or transfer would not subject the assignment agreement and all agreements collateral thereto, shall be delivered to Lessor to a violation of laws or regulations applicable at least thirty (30) days prior to the commencement of the sublease or assignment (the "Proposed Effective Date"). In the event of an assignment or in the event of a sublease where the sublease (1) by itself or taken together with prior or other sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and the right, to be continuing orexercised by giving written notice to Lessee, after giving effect to such assignment, recapture the space described in the sublease or transferthe entire Premises in the event of an assignment. If such recapture notice is given, would exist, (x) any such sublease is expressly subject and subordinate it shall serve to terminate this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property proposed sublease space, or, if the proposed sublease space covers all the Premises or in the event of an assignment, it shall serve to terminate the entire Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet originally demised and the Operative Documents to which it is a partythis Lease as so amended shall continue thereafter in full force and effect. Each sublease permitted hereby assignee or sublessee shall assume and be made and shall expressly provide in writing that it is subject and subordinate deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the rights due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the term of this Lease. In the event of any sublease or assignment of all or any portion of the Premises where the Rent reserved in the sublease or assignment exceeds the Rent or pro rata portion of the Rent, as the case may be, for such space reserved in the Lease, Lessee shall pay Lessor monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, shall expressly provide for the surrender one-half (1/2) of the Leased Property by the sublessee at the election excess of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by Rent reserved in the Lessor and shall provide that such sublessee expressly agrees sublease over the Rent reserved in this Lease applicable to comply with the use restrictions set forth in Article X hereofsublease space. Notwithstanding the first paragraph provisions of this Article XIIXxxxxxxxx 00, Lessee Xxxxxx may not assign or transfer its rights and obligations under this Lease or sublet the Premises or any portion thereof, without Lessor's consent and without extending the other Operative Documents unless recapture option of Lessor contained in this Paragraph 14, to any corporation or partnership which controls, is controlled by, or is under common control with Lessee, or to any corporation resulting from a merger or consolidation with Lessee or to any entity which purchases substantially all of Lessee's assets provided such entity has at the time of the assignment a net worth at least equal to the net worth of Lessee as of the Commencement Date. Lessee shall give Lessor not less than ten (a10) on the effective date business days' prior written notice of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During 26. The Lessee shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of the Lessor. Lessor shall not unreasonably withhold its consent to a subletting or assignment. The Lessee shall, by thirty (30) days written notice, advise the Lessor of its intent to assign this Lease or sublet the Premises or any portion thereof for any part of the term hereof, which notice shall include a description of all of the material terms of such assignment or subletting, and a reasonably detailed description of the proposed assignee or sublessee and its business and financial condition. Within fifteen (15) business days after receipt of Lessee’s notice, Lessor shall either give approval to Lessee to assign the Lease Termor sublease the portion of the Premises described in Lessee’s notice, or notify Lessee of Lessor’s disapproval. In addition, Lessor shall have the right to terminate this Lease as to the portion of the Premises described in Lessee’s notice on the date specified in Lessee’s notice. If Lessee intends to assign this Lease or sublet the entire Premises and Lessor elects to terminate this Lease, this Lease shall be terminated on the date specified in Lessee’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Lessee, and this Lease as so amended shall continue in full force and effect. If the Lessor approves an assignment or subletting, the Lessee may assign or sublet immediately after receipt of the Lessor’s written approval. In the event Lessee is allowed to assign, sublease transfer or sublet the whole or any part of the Premises, with the prior written consent of Lessor, then no assignee, transferee or sublessee shall assign or transfer to any Personthis Lease, at any time, either in whole or in part, its right, title or interest in, to or under this Lease sublet the whole or any portion part of the Leased Property Premises, without also having obtained the prior written consent of the Lessor so long pursuant to this Section 26. In the event of any approved assignment or subletting, Lessee shall pay to the Lessor, as additional rental, fifty percent (v50%) any such assignment, sublease of all assignment proceeds and rents received by the Lessee from its assignee or transfer would not subject sublessee which are in excess of the Lessor to a violation of laws or regulations applicable amount payable by the Lessee to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing orhereunder, after giving effect deducting the costs and expenses incurred by Lessee to procure such assignment or sublease, including, reasonable attorneys’ fees and the amount of any market rate real estate brokerage commissions paid by Lessee in connection with the assignment or subletting. A consent of Lessor to one assignment, sublease or transfer, would existhypothecation, (x) subletting, occupation or use by any such sublease is expressly subject and subordinate to this Lease, (y) other person shall not release Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Lessee and shall, at the option of Lessor exercised by written notice to Lessee, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Lessor. As a condition to its consent, Lessor may require Lessee to pay all expenses in connection with the assignment, and Lessor may require Lessee’s assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease. Any dissolution, merger, consolidation, recapitalization or other reorganization of Lessee, or the sale or other transfer in the aggregate over the term of the Lease of a controlling percentage of the capital stock of Lessee (excluding transfers over a national securities exchange), or the sale or transfer of all or a substantial portion of the assets of Lessee, shall be deemed a voluntary assignment of Lessee’s interest in this Lease; provided that, a merger, consolidation, recapitalization, reorganization, sale of controlling percentage of the capital stock of Lessee or sale of substantially all of the assets of Lessee shall not require Lessor’s consent hereunder unless Lessee’s or the transferee’s tangible net worth (determined in accordance with generally accepted accounting principles) immediately after such transaction is less than Lessee’s tangible net worth immediately prior to such transaction. The phrase “controlling percentage” means the ownership of and the Lessee shall remain directly and primarily liable under the Lease with respect right to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights vote stock possessing more than fifty percent of the Lessor hereundertotal combined voting power of all classes of Lessee’s capital stock issued, shall expressly provide outstanding and entitled to vote for the surrender of the Leased Property by the sublessee at the election of directors. If Lessee is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the Lessor after an Event dissolution of Defaultthe partnership, shall provide that such provisions may be directly enforced by deemed a voluntary assignment of Lessee’s interest in this Lease. In the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIIevent that, through a merger, stock sale or other transaction, Lessee may not assign or transfer its rights and obligations under this Lease and becomes the other Operative Documents unless (a) on the effective date subsidiary of any such assignment and transferother entity (a “parent”), no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions the right to require that the parent guaranty all of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this the Lease or the other Operative Documents.pursuant to a form of guaranty reasonably satisfactory to Lessor. CONDEMNATION

Assignment and Subleasing. During the Lease TermTenant may not, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignmentLandlord which shall not be unreasonably withheld, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under assign this Lease after giving effect to (or permit any such assignmentassignment of this Lease by operation of law) or sublet the Premises or any portion thereof or mortgage, sublease pledge or transferhypothecate its leasehold interest or grant any license within the Premises, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any attempt to do any of the Lessee’s obligations hereunder foregoing without the prior written consent of Landlord shall be void and no effect. In any case where Landlord consents to an assignment, sublease, mortgage, pledge or hypothecation of the Lessee shall leasehold, the undersigned Tenant will nevertheless remain directly and primarily liable under for the Lease with respect to the Leased Property performance of all covenants, duties and the Operative Documents to which it is a party. Each sublease permitted hereby obligations of Tenant and Landlord shall be made and shall expressly provide in writing that it is subject and subordinate permitted to this Lease and enforce the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease against the undersigned Tenant and/or any assignee, subtenant or other transferee without demand upon or proceeding in any such way against any other person. The acceptance of an assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance or subletting of the Leased Property in accordance with Premises by any assignee or subtenant shall be construed as a promise on the terms hereofpart of such assignee or subtenant to be bound by and perform all of the terms, (e) the Lessor conditions and covenants by which Tenant herein is bound. Landlord shall have received opinions the option, upon receipt from Tenant of counsel with respect thereto and such other matters written request for Landlord's consent to subletting or assignment, to cancel this Lease as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessorportion of the Premises in question as of the date the requested subletting or assignment is to be effective. The option shall be exercised, violate the use restrictions set forth in Article X hereof or Applicable Laws and providedif at all, further that, Lessee shall provide within fifteen (15) days following Landlord's receipt of written notice by delivery to the Lessor not less than thirty (30) days’ prior Tenant of written notice of such assignment or transfer, such notice Landlord's intention to identify exercise the assignee or transfereeoption. No such assignment or subletting shall be construed to constitute a novation or to waive the requirement for obtaining consent to any subsequent assignment or subletting. In the event of default by Tenant after this Lease has been assigned or while the Premises are sublet, Landlord, in addition to any other remedies provided herein (or provided by law), may at Landlord's option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or subletting, and transfer will diminish Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or discharge subtenant shall release Tenant from Tenant's primary responsibility under the Lease (as aforesaid) and from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided, and subsequently any rental or other sums received by Tenant under any such sublease are in excess of the rent and other sums payable by Tenant under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its sole option, either (1) declare such excess rental under any sublease or such additional consideration for an assignment to be due and payable by Tenant to Landlord as additional rent hereunder. Landlord shall have the right to transfer, assign, mortgage, convey and sublease all or any part of the Premises and this Lease, and nothing contained in this Lease shall be construed as a restriction upon Landlord's right to do any of the Lessee’s foregoing. If Landlord transfers this Lease, either specifically or by virtue of a transfer of all or any part of the Premises, then Landlord shall thereby be released from all obligations under this Lease or the other Operative Documentsarising hereunder after such transfer, and Tenant agrees to look solely to such assignee for performance of such obligations.

Assignment and Subleasing. During Tenant shall have the Lease Termright to sublet, the Lessee may assign, sublease transfer, reassign and grant concessions or transfer to any Person, at any time, licenses (a "Transfer") in whole or in part, its right, title or interest in, to or under this Lease all or any portion part of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred Premises and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its Tenant's rights and obligations under this Lease, without Landlord's consent. In the event of such a Transfer, Tenant shall remain liable for all of Tenant's obligations to Landlord arising hereunder so long as this Lease is not changed, modified or amended in any respect by Landlord and any transferee. Should Tenant wish to be relieved of its obligations hereunder upon a Transfer, Landlord's prior consent to a Transfer shall be required, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the other Operative Documents unless (a) on immediately preceding sentence, in the effective date of event any such assignment and transfer, no Event of Default exists, (b) the parties enter into assignee hereunder or assignee's guarantor subsequent to an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in has a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property net worth calculated in accordance with generally accepted accounting principles equal to or greater than the terms hereofnet worth of Advance Stores Company, (e) Incorporated, as of the Lessor shall have received opinions end of counsel with respect thereto and such other matters as the Lessor may reasonably requestfiscal year in which the Commencement Date of this Lease occurs, (f) Landlord's consent to such assignment shall not be necessary, and transfer will not result in a Material Adverse Effect, Tenant shall thereafter automatically (gand without any action by Landlord) such assignment and transfer will not result in the imposition be relieved of any unindemnified Taxes, (h) further obligations under this Lease. Landlord acknowledges and agrees that Landlord's conditioning of the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and granting of its consent upon obtaining (i) such assignment and transfer will not, with respect a material amendment or modification to the Lessorterms of this Lease or (ii) monetary compensation, violate shall be deemed unreasonable. In the use restrictions set forth event Tenant shall be reorganized, merged or consolidated with any other corporation, limited liability company or other business entity, or shall sell all or substantially all of its assets, any resulting or surviving corporation, limited liability company or other business entity, or any other person, which shall, as a result of such reorganization, merger, consolidation or sale, succeed to substantially all of the assets or the business of Tenant, and which shall assume all of the liabilities and obligations of Tenant under this Lease, shall automatically and without the necessity of further assignment or any other act become and be Tenant under this Lease in Article X accordance with and subject to all of the terms, provisions and conditions hereof or Applicable Laws and provided, further that, Lessee Tenant shall provide to the Lessor not less than thirty (30) days’ prior written give Landlord notice of such assignment or transferany Transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any include a copy of the Lessee’s obligations under this Lease original instrument evidencing such Transfer; provided, however, that Tenant's failure to provide such notice shall not be an "Event of Default" (as hereinafter defined) by Tenant hereunder or give Landlord the other Operative Documentsright to exercise any right or remedy against Tenant hereunder.

Assignment and Subleasing. During Sublessee shall be permitted to further sublease the Lease TermPremises or assign this Sublease, the Lessee may assign, sublease or transfer subject to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) Landlord and Sublessor in accordance with Paragraph 49 of the Lease. For purposes hereof, the sale of Sublessee's stock on any such assignment, public exchange shall not be deemed a sublease or transfer would not subject assignment. If Landlord and Sublessor jointly and voluntarily elect, for any reason whatsoever, to terminate the Lessor to a violation of laws or regulations applicable Lease prior to the Lessor scheduled Lease termination date, then this Sublease (if then still in effect) shall terminate concurrently with the termination of the Lease. Sublessee expressly acknowledges and agrees that (i) the voluntary termination of the Lease by Landlord and Sublessor and the resulting termination of this Sublease shall not give Sublessee any right or power to make any legal or equitable claim against Landlord, including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease without limitation any claim for interference with contract or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transferinterference with prospective economic advantage, and (zii) Lessor retains Sublessee hereby waives any and all of its interests in and benefits rights it may have under law or at equity against Landlord to challenge such an early termination of the Cash Collateral Sublease, and receives prior certification thereof unconditionally releases and relieves Landlord, and its officers, directors, employees and agents, from the Lessee any and all claims, demands, and/or causes of action whatsoever (collectively, "Claims"), whether such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option matters are known or the Purchase Optionunknown, no sublease latent or apparent, suspected or unsuspected, foreseeable or unforeseeable, which Sublessee may have a term that extends beyond the Base Term Expiration Datearising out of or in connection with any such early termination of this Sublease. In Sublessee knowingly and intentionally waives any and all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease protection which is or transfer. No sublease will discharge or diminish any may be given by Section 1542 of the Lessee’s obligations hereunder and California Civil Code which provides as follows: "A general release does not extend to claims which the Lessee shall remain directly and primarily liable under the Lease with respect creditor does not know or suspect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide exist in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee his favor at the election time of executing the Lessor after an Event of Defaultrelease, shall provide that such provisions may be directly enforced which if known by the Lessor and shall provide that such sublessee expressly agrees to comply him must have materially affected his settlement with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph debtor." The term of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless Sublease is therefore subject to early termination. Sublessee's initials here below evidence (a) on the effective date Sublessee's consideration of any such assignment and transfer, no Event of Default existsagreement to this early termination provision, (b) Sublessee's acknowledgment that, in determining the parties enter into an assignment agreement in form net benefits to be derived by Sublessee under the terms of this Sublease, Sublessee has anticipated the potential for early termination, and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect Subtenant's agreement to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws general waiver and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice release of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsClaims above.

Assignment and Subleasing. During Subject to the Lease Termapproval of Landlord to the extent required under the Master Lease, the Lessee Sublessee on notice to Sublessor (but without Sublessor's consent), may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under assign this Lease or any portion sublet all or part of the Leased Property without Premises to any of Sublessee's Affiliates. "Sublessee's Affiliates" means any company controlling, controlled by or under common control with Sublessee, as well as any entity acquiring all or substantially all of Sublessee's assets or common stock. In no circumstances shall the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and original Sublessee be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all released from its obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all Sublease. A transfer of its interests an ownership interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it Sublessee is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after not an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph assignment of this Article XIISublease, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date but Sublessee shall give Sublessor notice of any such transfer which results in a change in control of Sublessee. Sublessee shall not otherwise assign this Sublease or sublet all or any part of the Premises voluntarily, involuntarily or by operation of law, without first obtaining Sublessor's written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned and will be deemed granted unless denied in writing by Sublessor within 10 days after Sublessee's delivery of its consent request to Sublessor. Any such assignee or sublessee shall assume in writing the performance of the covenants and obligations of Sublessee hereunder. Sublessee shall deliver to Sublessor a fully executed copy of any assignment or sublease. Any assignment or subletting by Sublessee not in compliance with the Master Lease and transfer, no Event of Default exists, (b) this Sublease shall permit Sublessor to exercise against Sublessee the parties enter into an assignment agreement in form and substance reasonably satisfactory rights granted to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect Landlord against the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights Tenant under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsMaster Lease.

Assignment and Subleasing. During Sublessee shall not assign this Sublease, or sublet the Lease TermDemised Premises, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property part thereof, without the prior written consent of the Lessor so long as (v) any such Sublessor and Lessor, which consent by Sublessor shall not be unreasonably withheld. This Sublease shall not be assigned by operation of law. Any assignment, sublease conveyance, subletting, mortgaging or other transfer would not subject by Sublessee of any interest in this Sublease or the Lessor to a violation Demised Premises shall be otherwise governed by the terms of laws or regulations applicable the Lease. If consent is once given by Sublessor to the Lessor including those promulgated by OFACassignment of this Sublease or sublease of the Demised Premises or any part thereof, (w) no Event of Default Sublessor shall have occurred and not be continuing or, after giving effect barred from subsequently refusing to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect consent to any such assignment, sublease subsequent assignment or transfersublease. Any attempt to assign or sublet without the express written consent of Sublessor and Lessor shall confer no rights of any kind upon the putative assignee or sublessee, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor deemed a default by Sublessee hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph foregoing, Sublessee may, upon delivery of this Article XII, Lessee may not assign or transfer its rights written notice to Sublessor and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory subject to the Lessor, (c) all filings prior written consent of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereofand provisions of the Lease, (e) assign this Sublease in whole or in part or sublet or license all or any portion of the Lessor shall have received opinions Demised Premises to any entity to which substantially all of counsel the assets, stock or business of Sublessee is transferred or with respect thereto and such other matters as the Lessor may reasonably requestwhich Sublessee is merged or consolidated or to any affiliate controlling, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, controlled by or under common control with Sublessee; provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect Sublessee delivers to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ Sublessor prior written notice of the name of any successor company and a copy of the Lessor's consent to such transfer of this Sublease, and any other documentation reasonably requested by Sublessor, including a copy of the assignment or transfersublease document, such notice and provided further in the case of any assignment or sublease to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations an affiliate, Sublessee shall remain fully liable under this Lease or the other Operative DocumentsSublease.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not be unreasonably, withheld, delayed or conditioned withheld in the Lessor so long absolute discretion of Landlord. In making a determination to grant or withhold such consent, Landlord shall be entitled to consider the creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee (to the extent such use amends or alters the Permitted Use then in effect) and whether or not the proposed use will materially increase wear and tear on the Demised Premises. Landlord shall never be required to consent to any proposed use involving heavy manufacturing or having as its primary use chemical processing. In addition, if the intended use by the proposed assignee or sublessee involves in any way different amounts or types of Hazardous Substances than the Hazardous Substances then being used or stored by Tenant at the Demised Premises, in accordance with Section 16 of this Lease, at the time of the proposed assignment or sublease, and if such different or additional Hazardous Substances create, in the judgment of Landlord (vwhich may not be exercised arbitrarily or capriciously) an increased risk of Contamination at the Demised Premises, Landlord shall be unconditionally entitled to withhold consent of the proposed assignment or sublease in its absolute discretion. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its liability hereunder. No such assignment, sublease subletting, occupancy or transfer would not subject collection shall be deemed the Lessor to acceptance of the assignee, tenant or occupant, as Tenant, or a violation release of laws or regulations applicable to Tenant from the Lessor including those promulgated further performance by OFAC, (w) no Event Tenant of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all Tenant's obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsLease.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease Sublessee shall not assign or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under hypothecate this Lease Sublease or any portion interest therein, sublet the Sublease Premises, or any part thereof, or permit the use of the Leased Property Sublease Premises by any party other than Sublessee, without the prior written consent of Sublessor, which consent may not be unreasonably withheld. Any assignee or sublessee of this Sublease shall have no right to further assign this Sublease or sublet the Lessor so long as (v) Subleased Premises, and any such assignment, assignment or sublease of this Sublease shall include a provision to that effect. Consent of Sublessor to a particular sublease or transfer would assignment shall not subject the Lessor constitute consent to a violation of laws subsequent sublease or regulations applicable assignment. Notwithstanding anything contained herein to the Lessor including those promulgated by OFACcontrary, none of the following shall constitute an assignment of this Sublease and therefore Sublessee may enter into any of the following transactions without the consent of Sublessor or Landlord under the Prime Lease: (i) the sale of all or substantially all of the assets of Sublessee, (wii) no Event a transfer of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would existthe stock of Sublessee, (xiii) the merger of Sublessee into a different entity, and (iv) the merger of an entity into Sublessee. From and after the date of consummation of any such sublease is expressly subject of the foregoing transactions, original Sublessee shall be released from liability under this Sublease and subordinate Sublessor agrees to this Lease, (y) Lessee remains liable look solely to the successor entity for all the satisfaction of Sublessee's obligations under this Lease Sublease from and after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Datedate. In all casesthe alternative, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish if any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderforegoing transactions occurs, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor Sublessee shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request option to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than terminate this Sublease upon thirty (30) days’ days prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsSublessor.

Assignment and Subleasing. During Tenant shall not assign this Lease, sublet the Lease Termentire Premises or otherwise transfer any interest in this Lease, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Landlord, which consent will not be unreasonably withheld. Landlord's consent may be conditioned upon the proposed assignee being of equal or greater financial strength as Tenant or Tenant's guarantor (vif any). No consent to an assignment or sublease shall release Tenant or Tenant's guarantor (if any) from any such assignmentobligations under this lease. If Tenant is a corporation, a transfer of more than 25% of the stock of said Tenant corporation shall be deemed an assignment for purposes of this Lease. Tenant shall not sublet portions of the Premises without Landlord's prior written consent, which shall be in Landlord's sole and absolute discretion. In the event of any sublease or transfer would not subject hereunder, Landlord shall be entitled to receive, in addition to any and all rent otherwise required under this Lease, one hundred (100%) percent of any amount paid to Tenant, by a sub-tenant, above the Lessor rent payable by Tenant to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate Landlord pursuant to this Lease. If a sublease is permitted by Landlord, (y) Lessee remains liable Tenant agrees to furnish Landlord with a photostatic copy of each sublease made for all obligations space in the Premises. Tenant shall not hypothecate, transfer, pledge or otherwise encumber this Lease or Tenant's right hereunder nor shall Tenant permit any such encumbrance. Any attempt at assignment, sublease, pledge, transfer or encumbrance of this Lease without the prior written consent of Landlord shall be null and void, and a default under this Lease Lease. Tenant shall and does hereby indemnify and agree to hod Landlord harmless from any and all liabilities, claims and causes of action arising under any terms and conditions of every sublease, license or concession agreement, unless such liabilities, claims and causes of action arise by reason of a default or breach by Landlord, or the negligent conduct or activity of Landlord, its agents or employees, under this Lease. If all or any part of the Premises be sublet or occupied by anyone other than Tenant, Landlord may, after giving effect to default by Tenant, collect sub rent from any such assignment, sublease and all subtenants or transferoccupants, and (z) Lessor retains all of its interests in and benefits of apply the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect net amount collected to the Leased Property and the Operative Documents net annual rent reserved herein, but no such collection shall be, or be deemed to which it is be, a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date waiver of any such assignment and transferagreement, no Event term, covenant or condition of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the acceptance by Landlord of any subtenant or occupant as Tenant, or a release of Tenant form performance by Tenant of its obligations under this Lease. To secure the prompt and full payment by Tenant of the rental in this Lease reserved and the faithful performance by Tenant of al the other Operative Documentsterms and conditions herein contained on its part to be kept and performed, Tenant hereby assigns, transfers and sets over unto Landlord, subject to the conditions hereinafter set forth, all of Tenant's right, title and interest in and to all subleases that may hereafter be made and in and to all concession agreements hereafter made affecting any part of the Premises.

Assignment and Subleasing. During the Lease Term, the Lessee may not sublease, assign, sublease mortgage, transfer or transfer pledge to any PersonPerson (including any Affiliate), at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor Lessor, which may be granted or withheld in its sole and absolute discretion. Notwithstanding the foregoing, the Lessee will have the right at any time during the Lease Term, with the prior written consent of the Participants, such consent not to be unreasonably withheld or delayed, so long as (v) any such assignment, sublease no Material Default or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfersublease, would existoccur, to sublease all or any part of the Leased Property to any Person, provided that it would be reasonable to withhold such consent if, among other things, (xi) such sublease would be made to any Person which would subject any Participant to a violation of Applicable Laws applicable to such Participant including, without limitation, those promulgated by OFAC, (ii) such sublease is not made expressly subject and subordinate to this the Lease, (yiii) the Lessee remains fails to remain primarily liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, hereunder and (ziv) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends would extend beyond the Base Term Lease Expiration Date. In all cases, The Lessee will promptly provide shall give the Lessor and the Administrative Agent prompt written notice of any such sublease which notice shall include copies of each such assignment, sublease or transfersublease. No sublease hereunder will discharge or diminish any of the Lessee’s obligations hereunder or any of the Lessee’s obligations hereunder or under the other Operative Documents and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor or the Administrative Agent, and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.X

Assignment and Subleasing. During Tenant shall have the Lease Termright to sublet, the Lessee may assign, sublease transfer, reassign and grant concessions or transfer to any Person, at any time, licenses (a "Transfer") in whole or in part, its right, title or interest in, to or under this Lease all or any portion part of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred Premises and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its Tenant's rights and obligations under this Lease, without Landlord's consent In the event of such a Transfer, Tenant shall remain liable for all of Tenant's obligations to Landlord arising hereunder so long as this Lease is not changed, modified or amended in any respect by Landlord and any transferee. Should Tenant wish to be relieved of its obligations hereunder upon a Transfer, Landlord's prior consent to a Transfer shall be required, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the other Operative Documents unless (a) on immediately preceding sentence, in the effective date of event any such assignment and transfer, no Event of Default exists, (b) the parties enter into assignee hereunder or assignee's guarantor subsequent to an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in has a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property net worth calculated in accordance with generally accepted accounting principles equal to or greater than the terms hereofnet worth of Advance Stores Company, (e) Incorporated, as of the Lessor shall have received opinions end of counsel with respect thereto and such other matters as the Lessor may reasonably requestfiscal year in which the Commencement Date of this Lease occurs, (f) Landlord's consent to such assignment shall not be necessary, and transfer will not result in a Material Adverse Effect, Tenant shall thereafter automatically (gand without any action by Landlord) such assignment and transfer will not result in the imposition be relieved of any unindemnified Taxes, (h) further obligations under this Lease. Landlord acknowledges and agrees that Landlord's conditioning of the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and granting of its consent upon obtaining (i) such assignment and transfer will not, with respect a material amendment or modification to the Lessorterms of this Lease or (ii) monetary compensation, violate shall be deemed unreasonable. In the use restrictions set forth event Tenant shall be reorganized, merged or consolidated with any other corporation, limited liability company or other business entity, or shall sell all or substantially all of its assets, any resulting or surviving corporation, limited liability company or other business entity, or any other person, which shall, as a result of such reorganization, merger, consolidation or sale, succeed to substantially all of the assets or the business of Tenant, and which shall assume all of the liabilities and obligations of Tenant under this Lease, shall automatically and without the necessity of further assignment or any other act become and be Tenant under this Lease in Article X hereof or Applicable Laws accordance with and providedsubject to all of the terms, further that, Lessee provisions and conditions hereof. Tenant shall provide to the Lessor not less than thirty (30) days’ prior written give Landlord notice of such assignment or transferany Transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any include a copy of the Lessee’s obligations under this Lease original instrument evidencing such Transfer; provided, however, that Tenant's failure to provide such notice shall not be an "Event of Default" (as hereinafter defined) by Tenant hereunder or give Landlord the other Operative Documentsright to exercise any right or remedy against Tenant hereunder.

Assignment and Subleasing. During Lessee shall have the Lease Term, the Lessee may assign, right to assign or sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease all or any portion of its interest under this Lease without Lessor’s consent to any (i) parent, subsidiary or affiliate of Lessee, (ii) party which results from any merger or consolidation of Lessee, and/or (iii) party which acquires all or substantially all the Leased Property assets or stock of Lessee, provided that such assignee or sublessee shall have a net worth of at least $100 million and that there is no change in use. Lessee shall not assign or sublease to an affiliate of Lessee with a net worth of less than $100 million without the prior written consent of Lessor. Excepting the Lessor so long as (v) two previous sentences, Lessee shall not assign or transfer this Lease nor sublet all or any such assignmentportion of the Premises to any party without the prior written consent of Lessor, which shall not be unreasonably withheld. If Lessee seeks to sublet or assign all or any portion of the Premises to a third party, a copy of proposed sublease or transfer would not subject the assignment agreement and all agreements collateral thereto shall be delivered to Lessor to a violation of laws or regulations applicable at least thirty (30) days prior to the commencement of the sublease or assignment (the “Proposed Effective Date”). In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than fifty percent (50%) of the rentable square feet of the Premises and (2) is for a term which is at least seventy-five percent (75%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and the right, to be continuing orexercised by giving written notice to Lessee, after giving effect to recapture the space described in the sublease. If such assignmentrecapture notice is given, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate it shall serve to terminate this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property proposed sublease space, or, if the proposed sublease space covers all the Premises, it shall serve to terminate the entire term of this Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Lessee to the square feet originally demised and the Operative Documents to which it is a partythis Lease as so amended shall continue thereafter in full force and effect. Each sublease permitted hereby assignee or sublessee shall assume and be made and shall expressly provide in writing that it is subject and subordinate deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the rights due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee’s part to be performed or complied with, for the term of this Lease. In the event of any sublease or assignment of all or any portion of the Lessor hereunder, shall expressly provide for Premises where the surrender Rent reserved in the sublease or assignment exceeds the Rent or pro rata portion of the Leased Property by Rent, as the sublessee at the election of the Lessor after an Event of Defaultcase may be, shall provide that for such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor space reserved in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatLease, Lessee shall provide to pay the Lessor not less than thirty monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, eighty percent (3080%) daysof the excess of the Rent or other consideration to Lessee reserved in the sublease. In calculating excess Rent or other consideration which may be payable to Lessor under this paragraph, Lessee will be entitled to deduct commercially reasonable third party brokerage commissions and attorneys’ prior written notice fees and expenses incurred for the construction of Lessee improvements within the Premises reasonably and actually paid by Lessee in connection with such assignment or transfer, subletting if acceptable written evidence of such notice expenditures is provided to identify the assignee or transfereeLessor. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents14.

Assignment and Subleasing. During Subtenant shall be permitted to assign the Lease Term, the Lessee may assign, Sublease or sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease all or any portion of the Leased Property without Subleased Premises during the prior written consent Sublease Term to any related entity, parent, subsidiary, or affiliate of Subtenant or any entity which directly or indirectly controls, is controlled by or under common control of the Lessor so long as Subtenant or to any corporation or other entity with succeeds to all or substantially all of the assets and business of Subtenant conducted from the Subleased Premises or to any entity that performs services for Subtenant without having the obligation of securing Sublandlord’s prior approval or consent (v) “Related Entities”), though reasonable prior notice to Sublandlord is required. Transfers of stock and other changes of control shall not constitute “assignments” of Subtenant’s interest hereunder. Subtenant may assign all or sublease all or any portion of the Subleased Premises to any other entity or person upon receipt of Sublandlord’s prior consent, which consent shall be in Sublandlord’s sole discretion. Notwithstanding the foregoing, nothing contained in this Article XV herein shall be considered a waiver of Sublandlord’s obligations under the Master Lease in connection with any desired assignment or sublease If this Sublease is assigned, or if the Subleased Premises or any part thereof is sublet or occupied by someone other than Subtenant, Sublandlord may, after default by Subtenant, collect rent and other charges from such assignee, subtenant or other occupant, and apply the net amount collected to Rental and other charges herein reserved, but no such assignment, sublease subletting, occupancy or transfer would not subject the Lessor collection shall be deemed to be a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits waiver of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph requirements of this Article XII15 or an acceptance of the assignee, Lessee may not assign subtenant or transfer its rights and obligations other occupant as subtenant under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into Sublease. The consent by Sublandlord to an assignment agreement or subletting shall not in form any way be construed to relieve Subtenant from obtaining consent to any further assignment or subletting. No assignment or subletting shall, in any way, release, relieve or modify the liability of Subtenant under this Sublease and substance reasonably satisfactory to the Lessor, (c) Subtenant shall be and remain liable under all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashionterms, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwiseconditions, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentscovenants hereof.

Assignment and Subleasing. During Tenant shall not assign this Lease, sublet the Lease Term------------------------- entire Premises, the Lessee may assignor otherwise transfer any Interest in this Lease, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Landlord, which consent will not be unreasonably withheld. Landlord's consent may be conditioned upon the proposed assignee being of equal or greater financial strength as Tenant or of Tenant's guarantor (vif any). No consent to an assignment or sublease shall release Tenant of Tenant's guarantor (if any) from any such assignmentobligations under this Lease. Tenant shall not sublet portions of the Premises without Landlord's prior written consent, which shall be in Landlord's sole and absolute discretion. It is the intention of the Landlord to prohibit Tenant from competing with Landlord in the renting of space in the properly; therefore, in the event of any sublease or transfer would not subject hereunder, Landlord shall be entitled to receive, in addition to any and ail rant otherwise required under this Lease, one hundred (100%) percent of any amount paid to Tenant, by a sub-tenant, above the Lessor rent payable by Tenant to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate Landlord pursuant to this Lease. If a sublease is permitted by Landlord, (y) Lessee remains liable Tenant agrees to furnish Landlord with a photostatic copy of each sublease made for all obligations space to the Premises. Tenant shall not hypothecate, transfer, pledge or otherwise encumber this Lease or Tenant's right hereunder nor shall Tenant permit any such encumbrance. Any attempt at assignment, sublease, pledge, transfer or encumbrance of this Lease without the prior written consent of Landlord shall be null and void, and a default under this Lease Lease. Tenant shall and does hereby indemnify and agree to hold Landlord harmless from any and all liabilities, claims and causes of action arising under any terms and conditions of every sublease, license or concession agreement, unless such liabilities, claims and causes of action arise by reason of a default or breach by Landlord, or the negligent conduct or activity of Landlord, its agents or employees, under this Lease. If all or any part of the Premises be sublet or occupied by anyone other than Tenant, Landlord may, after giving effect to default by Tenant, collect subrent from any such assignment, sublease and all subtenants or transferoccupants, and (z) Lessor retains all of its interests in and benefits of apply the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect net amount collected to the Leased Property and the Operative Documents net annual rent reserved herein, but no such collection shall be, or be doomed to which it is be, a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date waiver of any such assignment and transferagreement; term, no Event covenant or condition of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the acceptance by Landlord of any subtenant or occupant as Tenant, or a release of Tenant from performance by Tenant of its obligations under this Lease. To secure the prompt and full payment by Tenant of the rental in this Lease reserved and the faithful performance by Tenant of all the other Operative Documentsterms and conditions herein contained on its part to be kept and performed, Tenant hereby assigns, transfers and sets over unto Landlord, subject to the conditions hereinafter set forth, all of Tenant's right, title and interest in and to all subleases that may hereafter be made and in and to all concession agreements hereafter made affecting any part of the Premises.

Assignment and Subleasing. During the Lease Term, the Lessee may not assign, sublease mortgage, transfer or transfer pledge to any PersonPerson (including any Affiliate), at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property or the Site without the prior written consent of the Lessor so long as Lessor, which may be granted or withheld in its sole and absolute discretion provided, however, that Lessee may sublease its rights in connection with this Lease or the Leased Property to any Person with the prior consent of the Participants, not to be unreasonably withheld or delayed at any time, it being agreed that it would be reasonable to withhold such consent if, among other things, (vx) any such assignment, sublease or transfer would not subject any of the Lessor Participants to a violation of laws or regulations then applicable to any of the Lessor including Participants, including, without limitation, those promulgated by OFAC, (wy) no an Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfersublease, would exist, or (xz) any such sublease extends beyond the Base Term expiration date, is not expressly subject and subordinate to the Lease or Lessee does not remain primarily liable for all obligations under the Lease. Notwithstanding the foregoing, the Lessee will have the right at any time during the Lease Term, without the written consent of Lessor so long as no Material Default or Event of Default shall be continuing, to sublease all of the Leased Property to any Affiliate, provided that (i) no sublease may be made to any Person which would subject a Participant to a violation of Applicable Laws and Regulations applicable to such Participant including, without limitation, those promulgated by OFAC, and (ii) such sublease is expressly subject and subordinate to this Lease, (y) the Lease and the Lessee remains primarily liable for all obligations under this Lease after giving effect to hereunder. Lessee shall give Lessor and Administrative Agent prompt written notice of any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor which notice shall include copies of each such assignment, sublease. Lessee hereby agrees that no sublease or transferhereunder will violate the terms of the Ground Lease. No sublease hereunder will discharge or diminish any of the Lessee’s obligations hereunder or any of the Lessee’s obligations hereunder or under the other Operative Documents and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor Lessor, and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. All such subleases under this Article XII shall expressly provide in writing for termination on or prior to the Lease Expiration Date unless the Lessee shall purchase all of the Leased Property pursuant to Section 21.1(a) and Article XX of this Lease. Notwithstanding the first paragraph foregoing, (a) the Lessee will have the right at any time during the Lease Term, without the prior written consent of this Article XIIthe Lessor, to purchase the Leased Property pursuant to Section 20.1 hereof, (b) the Lessee may assign, at any time during the Lease Term, in whole but not assign or transfer in part, its rights right, title and obligations interest in, to and under this Lease and the other Operative Documents unless (a) on the effective date as a result of any such assignment transaction permitted under Section 5.3 of the Participation Agreement, and transfer(c) the Lessee may otherwise assign, no Event in whole but not in part, its right, title and interest in, to and under this Lease to any Affiliate of Default exists, the Lessee without the prior written consent of the Lessor and Administrative Agent at the direction of Required Participants provided that (bi) the parties enter into an assignment agreement as to all of Lessee’s obligations under the Operative Documents and related amendments thereto, each in form and substance reasonably satisfactory to the Lessor, (cii) after such assignment, the Lessee shall remain fully liable under the Operative Documents or shall issue an irrevocable and unconditional guaranty of the obligations of such assignee thereunder in form and substance reasonably satisfactory to the Lessor, (iii) prior to such assignment and immediately after giving effect thereto, no Default or Event of Default shall be continuing, (iv) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property Property, the Site and the other Operative Documents are made in a timely fashion, (dv) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property and the Site in accordance with the terms hereof, (evi) the Lessor shall have received certificates and opinions of counsel with respect thereto to the foregoing and such other matters as the Lessor may reasonably request, (fvii) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (hviii) the Lessor shall have received receive such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transferrequest, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (iix) such assignment and transfer will not, with respect to the Lessorany Participant, violate the use restrictions set forth in Article X hereof or Applicable Laws and providedRegulations including, further thatwithout limitation, those promulgated by OFAC, and (x) the Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transferassignment, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsassignee.

Assignment and Subleasing. During the Lease Term, the Lessee may is expressly permitted to assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or rights under this Lease to entities controlling, controlled by or under common control with Lessee, as part of a sale of all or substantially all of its assets, or to its lender in connection with financing. Upon such assignment, Lessee shall be relieved of all liabilities and obligations under this Lease. Any transfer of this Lease by merger, consolidation or liquidation or any portion change in the ownership of, or power to vote, the majority of its outstanding voting stock shall not constitute an assignment for the Leased Property purposes of this paragraph. Otherwise, Lessee may not assign this Lease without the prior written consent of Lessor, which consent will not be unreasonably withheld, conditioned or delayed. Lessee shall have the Lessor so long as (v) any such assignment, sublease right to freely sublet or transfer would space to third parties on the Leased Space without obtaining the prior written consent of Lessor. Lessor may not subject assign the Lessor to a violation Rent or this Lease or any rights hereunder, or grant any interest in any portion of laws or regulations applicable the Premises, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of Lessee, in Lessee’s sole and absolute discretion. If Lessor including those promulgated by OFAC, (w) no Event enters into any arrangement to separate the equitable or financial benefit of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to the Rent or any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits rights hereunder from the fee simple ownership of the Cash Collateral and receives prior certification thereof from Premises, the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration DateRent shall be automatically reduced to One Dollar ($1.00) per year. In the event that Lessee from time to time subleases all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender portion of the Leased Property Space or as otherwise reasonably required by the sublessee Lessee for work at the election Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Lessor after an Event Premises as is reasonably necessary for such work. Following the completion of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIIwork, Lessee may not assign or transfer its rights shall, at Lessee’s sole cost and obligations under this Lease and the other Operative Documents unless (a) on the effective date of expense, promptly repair any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory damage to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase temporary easement area arising from Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsthereof.

Assignment and Subleasing. During the Tenant may assign this Lease Termupon written notice to Landlord, the Lessee may assign, sublease or transfer to any Personperson controlling, at controlled by, or under common control with Tenant, or any timeperson or entity that, in whole after first receiving FCC or in partstate regulatory agency approvals, its rightacquires Tenant’s radio communications business and assumes all obligations of Tenant under this Lease. Such notice shall be give to Landlord within thirty (30) days of any assignment. Upon such assignment, title or interest in, Tenant shall be relieved of all liabilities and obligations hereunder and Landlord shall look solely to or the assignee for performance under this Lease or any portion of and all obligations hereunder. Tenant may not sublease the Leased Property Premises, without the prior written consent of the Lessor so long as (v) any notice to Landlord, and such assignment, sublease or transfer would not must be subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event provisions of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease. Additionally, (y) Lessee remains liable for all obligations under this Lease after giving effect Tenant may, upon notice to any such assignmentLandlord, sublease mortgage or transfer, and (z) Lessor retains all of its interests grant a security interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderAntenna Facilities, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions and may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date Antenna Facilities to any mortgagees or holders of any such assignment and transfersecurity interests, no Event of Default existsincluding their successors or assigns, (b) hereinafter collectively referred to as “Mortgagees”), provided such Mortgagees agree to be bound by the parties enter into an assignment agreement in form terms and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease. In such event, any Landlord shall execute such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters consent to leasehold financing as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in be required by Mortgagees. Landlord agrees to give Mortgagees the imposition same right to cure any default as Tenant or to remove any property of any unindemnified Taxes, (h) Tenant or Mortgagee located on the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsPremises.

Assignment and Subleasing. During Lessee during the Lease Term, the Lessee Term may not assign, sublease mortgage or transfer pledge to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the any Leased Property without the prior written consent of the Lessor so long as (v) Property, and any such assignment, sublease mortgage or transfer would not subject pledge shall be void. Except for the leasehold interest in the Modesto Site granted to Lessor to a violation of laws or regulations applicable pursuant to the Lessor including those promulgated by OFACGround Lease and as expressly permitted in this Article XII, (w) no Event Lessee may not sublease, in whole or in part, any of Default shall have occurred and be continuing orits right, after giving effect title or interest in, to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect or any portion of any Leased Property to any such assignmentPerson, sublease except that, following the final Completion Date, Lessee may enter into subleases with (i) a direct or transfer, indirect wholly-owned Subsidiary of Guarantor and (zii) Lessor retains a Person which is not a direct or indirect wholly-owned Subsidiary of Lessee ("Third Party Sublease"); provided, however, that in no event shall the aggregate subleased space (together with the nonexclusive use of any related or necessary portion of any Site as necessary to access and parking) subject to all of its interests in and benefits Third Party Subleases exceed 30% of the Cash Collateral and receives prior certification thereof from aggregate net rentable square feet of any Site. Lessee shall not sublease any portion of any Leased Property to, or permit the Lessee and such other evidence thereof as sublease of any portion of any Leased Property by, any Person who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies relief of each such assignment, sublease or transferdebtors. No sublease hereunder will discharge or diminish any of the Lessee’s 's obligations hereunder to Lessor hereunder, and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a partyentire Premises. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property space subleased by the applicable sublessee at the election of the Lessor after an a Lease Event of Default, shall provide and that such provisions may be directly enforced by Lessor or Agent. All such subleases under this Article XII shall expressly provide in writing for termination on or prior to the Lessor and Lease Expiration Date unless Lessee shall provide that such sublessee expressly agrees purchase all of the Premises pursuant to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph Section 21.1(b) of this Article XIILease. Lessee shall, Lessee may not assign or transfer its rights and obligations under this Lease and within fifteen (15) days after the other Operative Documents unless (a) on the effective date execution of any such assignment and transferThird Party Sublease, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory deliver to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in Agent a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice fully executed copy of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During the Lease Term, the Lessee Company may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under not assign this Lease Agreement or any portion of sublet the Leased Mortgaged Property or part thereof without the prior written consent of Issuer which shall not be unreasonably withheld. Any such assignment shall include, without limitation, an assumption in writing by such assignee of all liabilities and obligations of Company under this Lease Agreement from and after the Lessor so long as (v) any effective date of such assignment, sublease or transfer would not subject the Lessor to a violation Guaranty, the Hazardous Substance Certification and Indemnification from and after the effective date of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease and any related documents. Notwithstanding the foregoing, no assignment or transfer, would exist, (x) subletting and no dealings or transactions between Issuer or Trustee and any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all sublessee or assignee shall relieve Company of any of its obligations under this Lease after giving effect to any such assignment, sublease or transferAgreement, and Company shall remain as fully bound as though no assignment or subletting had been made, and performance by any assignee or sublessee shall be considered as performance pro tanto by Company. In the event a sublease is permitted as provided in this Section 9.1 of the Lease Agreement, and in the event of the termination of this Lease Agreement pursuant to an event of default as defined herein, Issuer will recognize the subtenant under such permitted sublease as the direct tenant of Issuer for the balance of the sublease term; and provided, however, that at the time of the termination of this Lease Agreement (zi) Lessor retains no default exists under the sublease which at the time would then permit the landlord thereunder to terminate the same or to exercise any dispossess remedy provided for them and (ii) the subtenant shall deliver to Issuer an instrument confirming the agreement of such subtenant to attorn to the Issuer and to recognize the Issuer as the subtenant’s landlord under its sublease. It is understood and agreed that this Lease Agreement (and the Mortgaged Property) will be assigned and pledged to Trustee as security for the payment of the principal of and premium, if any, and interest on the Bonds, but otherwise Issuer shall not, without the prior written consent of company and Trustee, assign, encumber, sell, or dispose of all or any part of its interests rights, title, and interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Mortgaged Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderAgreement, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees except to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property Company in accordance with the terms hereof, (e) the Lessor shall have received opinions provisions of counsel with respect thereto this Lease Agreement and such to Trustee or any other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request Person that takes title to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations Mortgaged Property as a result of a foreclosure or deed in lieu of foreclosure, transfer by any Person after a foreclosure or deed in lieu of foreclosure, or otherwise under the Indenture or this Lease or the other Operative DocumentsAgreement.

Assignment and Subleasing. During Lessee may not assign this Lease except that Lessee may assign this Lease to a Person that is wholly owned, directly or indirectly, by Guarantor if (i) no Lease Event of Default shall have occurred or be continuing, (ii) Lessee shall cause such assignee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such assignment and such assignee’s agreement to be bound by the terms of the Lease Termand the other Operative Documents, and (iii) Lessee shall cause Guarantor to execute and deliver its written reaffirmation of the Guaranty and such other instruments as may be reasonably requested by Lessor to evidence Guarantor’s continuing liability under the Guaranty with respect to the Leased Property and Lease thereof. Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease all or any portion of the Leased Property without the prior written consent of the Lessor so long as Property, provided that (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (wa) no Lease Event of Default shall have occurred or be continuing; (b) Lessee shall remain primarily liable for all obligations hereunder and be continuing orunder the other Operative Documents and all obligations of Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, after giving effect to such assignment, as though no sublease or transfer, would exist, had been made; (xc) any such sublease is shall be expressly subject and subordinate to this Lease, ; (yd) each such sublease shall terminate by its terms on or before the Scheduled Termination Date; (e) Lessee remains liable for all obligations under this Lease after giving effect to shall cause any such assignment, sublessee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such sublease or transfer, arrangement; (f) the Guaranty shall remain in full force and effect as though no sublease had been made; and (zg) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies terms of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and negotiated in good faith by Lessee on an arm’s length basis. This Lease shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereundernot be mortgaged or pledged by Lessee, nor shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign mortgage or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of pledge any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor interest in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting or any provisions of this Article XII, any portion thereof. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During the (a) Except an assignment in connection with a Permitted Sale Transaction (which shall be permitted without Lessor prior written consent), Lessee shall not assign this Lease Term, the Lessee may assign, sublease or transfer without Lessor’s prior written consent. Lessor shall not unreasonably withhold its consent to any Personassignment that requires its consent, at any timeprovided that, in whole or in part, its right, title or interest in, to or under this Lease or any portion that no Event of the Leased Property without the prior written consent of the Lessor Default then exists and so long as (v) immediately following any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, has reasonably determined that (x) any such sublease is expressly subject the assignee shall be in pro forma compliance with the covenant applicable to Lessee set forth in Section 16.1(k), to the extent then applicable, and subordinate to this Lease, (y) Lessee remains liable for a Person than owns 51% or more of the direct or indirect Equity Interests of the assignee shall be in pro forma compliance with the covenants applicable to First Choice set forth in Section 16.1(l) (which compliance shall be measured to include such Person’s subsidiaries, as applicable), and provided further that (i) the assignee shall assume in writing and agree to keep and perform all obligations under of the terms of this Lease after giving effect on the part of Lessee to any be kept and performed; (ii) an original counterpart of each such assignmentassignment and assumption, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the duly executed by Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement assignee in form and substance reasonably satisfactory to the Lessor, shall be delivered promptly to Lessor; and (ciii) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions the necessary Credit Enhancements from such assignee comparable to that existing prior to such assignment. If the foregoing conditions are satisfied, then Lessee shall be released from all liabilities and obligations accruing under this Lease from and after such assignment. Notwithstanding anything contained in this Lease to the contrary, any assignment must be of counsel with respect thereto all of Lessee’s right, title and such other matters as the Lessor may reasonably request, (f) such assignment interest in and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments to this Lease and the Lessee shall take Leased Property such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, this Lease is not severed with respect to the Lessor, violate the use restrictions set forth in Article X hereof any one or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any more of the Lessee’s obligations under this Lease or the other Operative DocumentsFacilities.

Assignment and Subleasing. During the Lease Term(a) Except as otherwise expressly provided herein, the Lessee may Tenant shall not assign, sublease sublease, pledge or transfer to encumber any Person, at any time, in whole or in part, its right, title obligation or interest in, to or under in this Lease or in the Premises, nor permit the use or occupancy of the. Premises or any portion of the Leased Property part thereof by anyone other than Tenant whether voluntary or involuntary, without the express prior written consent of Landlord which consent Landlord may withhold in Landlord’s sole discretion. Unless otherwise expressly agreed by Landlord to the Lessor so long as contrary, Tenant may not sublease the Premises or assign this Lease to third parties in case (vi) any such assignment, the proposed subtenant or assignee is a tenant or subtenant within ENKA Moscow Real Estate Group; (ii) the proposed subtenant or assignee is in negotiations with one of companies of ENKA Moscow Real Estate Group; (iii) the proposed subtenant or assignee is entitled to diplomatic or sovereign immunity; (iv) the proposed sublease or transfer would assignment violates Landlord’s non-competition commitments before the other tenants of the Building and/or Naberezhnaya Tower Complex. For the purpose of this Article Naberezhnaya Tower Complex shall include the Building and both 17-floor and 27-floor parts of the building located at 00 Xxxxxxxxxxxx Xxxxxxxxxxxx, Xxxxxx and ENKA Moscow Real Estate Group shall include the following companies as of the date of this Lease: ENKA INSAAT VE SANAYI ANONIM SIRKETI, “City Center Investment B.V.”, LLC “Mosenka”, “E+K Development and Management S.A.” and LLC “Moskva — Krasnye Homy, LLC “ENKA TC”. Tenant may not subject advertise or list the Lessor to a violation of laws Premises for sublease or regulations applicable this Lease for assignment either directly or through any agent or agency without Landlord’s prior written consent. Notwithstanding any provisions to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to contrary contain in this Lease, the Parties agree that Tenant shall have the right to sublease any part of the Premises to its affiliated parties, subject to prior written notice which shall be sent to Landlord not later than 2 (ytwo) Lessee remains liable for all obligations weeks before signing sublease agreement and provision of documents confirming affiliation. The Parties further agree that requirements of item (b) of this Article 10.1 shall not apply to sublease of the Premises or their part to Tenant’s affiliates, unless square meter occupancy cost (as defined below) payable by subtenant exceeds square meter occupancy cost payable by Tenant under this Lease after giving effect to any such assignment, sublease or transfer, and more than 5% (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsfive percent).

Assignment and Subleasing. During the Lease Term(a) Except as otherwise expressly provided herein, the Lessee may Tenant shall not assign, sublease sublease, pledge or transfer to encumber any Person, at any time, in whole or in part, its right, title obligation or interest in, to or under in this Lease or in Premises, nor permit the use or occupancy of Premises or any portion of the Leased Property part thereof by anyone other than Tenant, whether voluntary or involuntary, without the express prior written consent of Landlord, which consent Landlord may withhold in Landlord’s sole discretion. Unless otherwise expressly agreed by Landlord to the Lessor so long as contrary, Tenant may not sublease Premises or assign this Lease to third parties in case (vi) any such assignment, the proposed subtenant or assignee is a tenant or subtenant within ENKA Moscow Real Estate Group; (ii) the proposed subtenant or assignee is in negotiations with one of companies of ENKA Moscow Real Estate Group; (iii) the proposed subtenant or assignee is entitled to diplomatic or sovereign immunity; (iv) the proposed sublease or transfer would assignment violates Landlord’s non-competition commitments before the other tenants of the Building and/or Naberezhnaya Tower Complex. For the purpose of this Article Naberezhnaya Tower Complex shall include the Building and both 17-floor and 27-floor parts of the building located at 00 Xxxxxxxxxxxx Xxxxxxxxxxxx, Xxxxxx and ENKA Moscow Real Estate Group shall include the following companies as of the date of this Lease: ENKA INSAAT VE SANAYI ANON IM SIRKETI, “City Center Investment B.V.”, LLC “Mosenka”, “E+K Development and Management S.A.” and LLC “Moskva - Krasnye Holmy”, LLC “ENKA TC”. Tenant may not subject the Lessor to a violation of laws advertise or regulations applicable list Premises for sublease or this Lease for assignment either directly or through any agent or agency without Landlord’s prior written consent. Notwithstanding any provisions to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to contrary contain in this Lease, the Parties agree that Tenant shall have the right to sublease any part of Premises to its affiliated parties, subject to prior written notice which shall be sent to Landlord not later than 2 (ytwo) Lessee remains liable for all obligations weeks before signing sublease agreement and provision of documents confirming affiliation. The Parties further agree that requirements of item (b) of this Article 10.1 shall not apply to sublease of Premises or their part to Tenant’s affiliates, unless square meter occupancy cost (as defined below) payable by subtenant exceeds square meter occupancy cost payable by Tenant under this Lease after giving effect to any such assignment, sublease or transfer, and more than 5% (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsfive percent).

Assignment and Subleasing. During the (a) Except an assignment in connection with a Permitted Sale Transaction (which shall be permitted without Lessor prior written consent), Lessee shall not assign this Lease Term, the Lessee may assign, sublease or transfer without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to any Personassignment that requires its consent, at any timeprovided that, in whole or in part, its right, title or interest in, to or under this Lease or any portion that no Event of the Leased Property without the prior written consent of the Lessor Default then exists and so long as (v) immediately following any such assignment, sublease or transfer would not subject Lessor has reasonably determined that (x) the Lessor to a violation of laws or regulations assignee shall be in pro forma compliance with the covenant applicable to the Lessor including those promulgated by OFACCombined Lessees set forth in Section 16.1(k), (w) no Event of Default shall have occurred to the extent then applicable, and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for a Person than owns 51% or more of the direct or indirect Equity Interests of the assignee shall be in pro forma compliance with the covenants applicable to Adeptus set forth in Section 16.1(l) (which compliance shall be measured to include such Person’s subsidiaries, as applicable), and provided further that (i) the assignee shall assume in writing and agree to keep and perform all obligations under of the terms of this Lease after giving effect on the part of Lessee to any be kept and performed; (ii) an original counterpart of each such assignmentassignment and assumption, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the duly executed by Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement assignee in form and substance reasonably satisfactory to the Lessor, shall be delivered promptly to Lessor; and (ciii) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions the necessary Credit Enhancements from such assignee comparable to that existing prior to such assignment. If the foregoing conditions are satisfied, then Lessee shall be released from all liabilities and obligations accruing under this Lease from and after such assignment. Notwithstanding anything contained in this Lease to the contrary, any assignment must be of counsel with respect thereto all of Lessee's right, title and such other matters as the Lessor may reasonably request, (f) such assignment interest in and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments to this Lease and the Lessee shall take Leased Property such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, this Lease is not severed with respect to the Lessor, violate the use restrictions set forth in Article X hereof any one or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any more of the Lessee’s obligations under this Lease or the other Operative DocumentsFacilities.

Assignment and Subleasing. During the Lease Term(a) Subtenant shall not, the Lessee may by operation of law or otherwise, assign, sublease mortgage or transfer to any Personencumber the Sublease, at any time, or sublet the Premises in whole or in part, its right, title part or interest in, to or under this Lease permit the Premises or any portion of the Leased Property part thereof to be used by others without obtaining, in each instance, the prior written consent of Prime Lessor on the Lessor so long terms and conditions set forth in the Lease and, notwithstanding Section 5.03(d) or the last sentence of Section 5.04(e) of the Lease, the prior written consent of Sublandlord, which consent of Sublandlord, shall not be unreasonably withheld, conditioned or delayed; provided that the conditions set forth in Section 5.03 of the Lease are satisfied and that the proposed assignee or sublessee is not an Office Competitor of Tenant (as defined in the Lease), as such definition may be updated by Sublandlord from time to time pursuant to Section 13.05 of the Lease; provided further that (vI) Subtenant receives prompt notice of any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, updates and (wII) no Event of Default Subtenant shall have occurred and be continuing or, after giving effect the right to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term require that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide Sublandlord confirm in writing that it a proposed assignee or sublessee who is subject not set forth on the then Office Competitor list will not be an Office Competitor for at least nine (9) months following such confirmation, and subordinate to this Lease if so confirmed in writing by Sublandlord and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor applicable assignment or sublease is fully executed within nine (9) months after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIIconfirmation, any such assignment update to the list shall not apply to such prospective assignee or sublessee; it being agreed that, (X) if Sublandlord shall fail to respond to such request for confirmation within ten (10) days after such request, then Sublandlord shall be deemed to have so confirmed that such proposed assignee or sublessee will not be an Office Competitor for at least nine (9) months following the expiration of such ten (10) day period and (Y) in the event that Sublandlord notifies Subtenant within such ten (10) day period that such proposed assignee or sublessee will be an Office Competitor, then Sublandlord shall cause the entity in question to become an Office Competitor within twelve (12) months of such notice. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord’s consent shall not be required in connection with an assignment, transfer shall include an appropriate provision for the operation, maintenance or arrangement by Subtenant as described in Sections 5.01(b) through and insurance including Section 5.01(e) of the Leased Property in accordance with the terms hereofLease, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsincorporated herein by reference.

Assignment and Subleasing. During the Lease Term, the Lessee may shall not voluntarily or by operation of law assign, sublease transfer, mortgage or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease otherwise encumber all or any part of Lessee's interest in this Lease, including Lessee's fixtures, or any of Lessee's duties, obligations, right or rights hereunder, or sublet the Premises or any part or portion thereof, and, if Lessee is a corporation, partnership or trust, shall not permit a transfer of effective control of Lessee, or permit the Leased Property without same or any part thereof to be used for any purpose other than the purpose set forth in paragraph 5 hereinabove, except upon the prior written consent of the Lessor so long as (v) any such Lessor, which consent, in Lessor's sole discretion, may be unreasonably withheld. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be deemed a nullity, and at Lessor's option, constitute grounds for termination of this Lease. It is further agreed that any permitted assignment or sublease or transfer would not subject the by Lessee shall be made only upon such terms and conditions as are acceptable to Lessor, such acceptability being in Lessor's sole and complete discretion. Consent by Lessor to any assignment or sublease shall not destroy this provision or operate as a violation of laws waiver, and all subsequent assignments or regulations applicable subleases, if any, shall be made only according to the terms and conditions hereof and upon the aforesaid written consent of Lessor. Any assignee or sublessee of Lessee shall, at the option of Lessor, become directly liable to Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations of Lessee under this Lease after giving effect but no assignment or sublease by Lessee shall relieve Lessee of any of its liability or obligations hereunder. No subletting or assignment, even with the consent of Lessor shall relieve Lessee of its obligations to pay the Rent and to perform all of the other obligations to be performed by Lessee hereunder. The acceptance of Rent by lessor from any other person shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any such assignment, sublease assignment or transfer, and (z) Lessor retains subletting. If at any time during the term of this Lease any part or all of its the interests in and benefits or shares of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights transferred by bequest, inheritance, or operation of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatlaw, Lessee shall provide to the promptly notify Lessor not less than thirty (30) days’ prior written notice in writing of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentschange.

Assignment and Subleasing. During the Lease Term, the Lessee may Tenant will not assign, sublease transfer or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under encumber this Lease or sublet or allow any portion of other person to occupy the Leased Property Premises without the Landlord’s prior written consent of the Lessor so long as (v) any such assignmentapproval, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign be unreasonably withheld, delayed or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date conditioned by Landlord. Tenant agrees that Landlord’s rejection of any such proposed assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer subletting will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of be deemed unreasonable if such assignment or transfersubletting would cause Landlord, in Landlord’s reasonable discretion, to fail to be in compliance with the provisions of the Master Lease or with any other agreements relating to the financing of the Premises or the Building, or if such notice assignment or subletting is not approved by Master Landlord. Unless a corporate tenant’s stock is listed on a nationally recognized public stock exchange, a transfer of any of Tenant’s or Guarantor’s stock or a transfer or change of “control” of Tenant or Guarantor, if Tenant or Guarantor is a corporation, or a change in the composition of the persons or entities owning any interest in any non-corporate tenant will be deemed an assignment for the purposes of this section. Tenant will give Landlord any information regarding the proposed assignment or sublease as Landlord may reasonably require. The approval of Landlord to identify one assignment or subletting will not be deemed an approval to a further assignment or subletting. Landlord may condition Landlord’s approval to an assignment or subletting on such matters as Landlord deems appropriate and in the assignee best interests of the Landlord and the Premises’ adjacent tenants. Tenant will reimburse Landlord for all expenses incurred by Landlord in connection with a proposed assignment or transfereesubletting. No such assignment and transfer or subletting will diminish or discharge any release Tenant of the LesseeTenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other Operative Documentsobligations to be performed by Tenant hereunder.

Assignment and Subleasing. During the Lease Term, the Lessee may not assign, sublease mortgage, transfer or transfer pledge to any PersonPerson (including any Affiliate), at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property or the Site without the prior written consent of the Lessor so long as Lessor, which may be granted or withheld in its sole and absolute discretion provided, however, that Lessee may sublease its rights in connection with this Lease or the Leased Property to any Person with the prior consent of the Participants, not to be unreasonably withheld or delayed at any time, it being agreed that it would be reasonable to withhold such consent if, among other things, (vx) any such assignment, sublease or transfer would not subject any of the Lessor Participants to a violation of laws or regulations then applicable to any of the Lessor including Participants, including, without limitation, those promulgated by OFAC, (wy) no an Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer​ ​ ​ ​ sublease, would exist, or (xz) any such sublease extends beyond the Base Term expiration date, is not expressly subject and subordinate to the Lease or Lessee does not remain primarily liable for all obligations under the Lease. ​ Notwithstanding the foregoing, the Lessee will have the right at any time during the Lease Term, without the written consent of Lessor so long as no Material Default or Event of Default shall be continuing, to sublease all of the Leased Property to any Affiliate, provided that (i) no sublease may be made to any Person which would subject a Participant to a violation of Applicable Laws and Regulations applicable to such Participant including, without limitation, those promulgated by OFAC, and (ii) such sublease is expressly subject and subordinate to this Lease, (y) the Lease and the Lessee remains primarily liable for all obligations under this Lease after giving effect to hereunder. Lessee shall give Lessor and Administrative Agent prompt written notice of any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor which notice shall include copies of each such assignment, sublease. Lessee hereby agrees that no sublease or transferhereunder will violate the terms of the Ground Lease. ​ No sublease hereunder will discharge or diminish any of the Lessee’s obligations hereunder or any of the Lessee’s obligations hereunder or under the other Operative Documents and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor Lessor, and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. All such subleases under this Article XII shall expressly provide in writing for termination on or prior to the Lease Expiration Date unless the Lessee shall purchase all of the Leased Property pursuant to Section 21.1(a) and Article XX of this Lease. ​ Notwithstanding the first paragraph foregoing, (a) the Lessee will have the right at any time during the Lease Term, without the prior written consent of this Article XIIthe Lessor, to purchase the Leased Property pursuant to Section 20.1 hereof, (b) the Lessee may assign, at any time during the Lease Term, in whole but not assign or transfer in part, its rights right, title and obligations interest in, to and under this Lease and the other Operative Documents unless (a) on the effective date as a result of any such assignment transaction permitted under Section 5.3 of the Participation Agreement, and transfer(c) the Lessee may otherwise assign, no Event in whole but not in part, its right, title and interest in, to and under this Lease to any Affiliate of Default exists, the Lessee without the prior written consent of the Lessor and Administrative Agent at the direction of Required Participants provided that (bi) the parties enter into an assignment agreement as to all of Lessee’s obligations under the Operative Documents and related amendments thereto, each in form and substance reasonably satisfactory to the Lessor, (cii) after such assignment, the Lessee shall remain fully liable under the Operative Documents or shall issue an irrevocable and unconditional guaranty of the obligations of such assignee thereunder in form and substance reasonably satisfactory to the Lessor, (iii) prior to such assignment and immediately after giving effect thereto, no Default or Event of Default shall be continuing, (iv) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property Property, the Site and the other Operative Documents are made in a timely fashion, (dv) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property and the Site in accordance with the terms hereof, (evi) the Lessor shall have received certificates and opinions of ​ ​ ​ ​ counsel with respect thereto to the foregoing and such other matters as the Lessor may reasonably request, (fvii) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (hviii) the Lessor shall have received receive such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transferrequest, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (iix) such assignment and transfer will not, with respect to the Lessorany Participant, violate the use restrictions set forth in Article X hereof or Applicable Laws and providedRegulations including, further thatwithout limitation, those promulgated by OFAC, and (x) the Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transferassignment, such notice to identify the assignee or transfereeassignee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.​

Assignment and Subleasing. During the (a) Except an assignment in connection with a Permitted Sale Transaction (which shall be permitted without Lessor prior written consent), Lessee shall not assign this Lease Term, the Lessee may assign, sublease or transfer without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to any Personassignment that requires its consent, at any timeprovided that, in whole or in part, its right, title or interest in, to or under this Lease or any portion that no Event of the Leased Property without the prior written consent of the Lessor Default then exists and so long as (v) immediately following any such assignment, sublease or transfer would not subject Lessor has reasonably determined that (x) the Lessor to a violation of laws or regulations assignee shall be in pro forma compliance with the covenant applicable to the Lessor including those promulgated by OFACCombined Lessees set forth in Section 16.1(k), (w) no Event of Default shall have occurred to the extent then applicable, and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for a Person than owns 51% or more of the direct or indirect Equity Interests of the assignee shall be in pro forma compliance with the covenants applicable to Adeptus set forth in Section 16.1(l) (which compliance shall be measured to include such Person’s subsidiaries, as applicable), and provided further that (i) the assignee shall assume in writing and agree to keep and perform all obligations under of the terms of this Lease after giving effect on the part of Lessee to any be kept and performed; (ii) an original counterpart of each such assignmentassignment and assumption, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the duly executed by Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement assignee in form and substance reasonably satisfactory to the Lessor, shall be delivered promptly to Lessor; and (ciii) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions the necessary Credit Enhancements from such assignee comparable to that existing prior to such assignment. If the foregoing conditions are satisfied, then Lessee shall be released from all liabilities and obligations accruing under this Lease from and after such assignment. Notwithstanding anything contained in this Lease to 55 the contrary, any assignment must be of counsel with respect thereto all of Lessee's right, title and such other matters as the Lessor may reasonably request, (f) such assignment interest in and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments to this Lease and the Lessee shall take Leased Property such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, this Lease is not severed with respect to the Lessor, violate the use restrictions set forth in Article X hereof any one or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any more of the Lessee’s obligations under this Lease or the other Operative DocumentsFacilities.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer In addition to any Personrestrictions, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transferprohibitions, and (z) Lessor retains all of its interests conditions set forth in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to any assignment, subletting, or other transfer, except as otherwise provided in this Agreement, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Agreement, or sublease (which term shall include, without limitation, the Leased Property granting of concessions, licenses, management arrangements, occupancy agreements, and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and like) the rights whole or any part of the Lessor hereunderSubleased Premises, shall expressly provide for or permit the surrender occupancy of the Leased Property Subleased Premises by anyone other than Tenant without, in each instance, having first received the sublessee express written consent of Sublessor, which shall, subject to Section 13.5, not be unreasonably withheld, conditioned, or delayed, and Landlord, to the extent that Landlord’s approval is required under the Lease. Sublessor shall consent to any sublease or assignment consented to by Landlord. Sublessor, at the election of the Lessor after an Event of DefaultTenant’s sole cost and expense, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions reasonably cooperate in obtaining any such consent from Landlord; provided, however, in no event shall Sublessor have any liability if Landlord refuses to consent to any such proposed assignment, sublease, or other transfer. Any such request shall set forth forth, in Article X hereof. Notwithstanding the first paragraph of this Article XIIdetail reasonably satisfactory to Sublessor, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date identification of any such assignment and transferthe proposed assignee, no Event of Default existssublessee, or other transferee, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessorits financial condition, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights terms of the Lessor in proposed assignment, subletting, or other transfer, including, without limitation, the Leased Property rent or any other consideration to be paid with respect thereto, and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions additional information reasonably requested by Sublessor. Notwithstanding the foregoing, Sublessor’s consent shall not be required for an assignment of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property Agreement in accordance connection with the terms hereofbona fide sale of all or substantially all of Tenant’s stock, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably requestassets, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfermembership or equity interests, provided that no the acquiring entity has a tangible net worth equal to or greater than Tenant immediately prior to said sale. Notwithstanding the foregoing, the Parties shall attempt to include a provision in the Landlord Consent Agreement (as defined in Section 13.2(b)) whereby Landlord agrees to waive its right to consent to an assignment of this Agreement in connection with any such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under sale described in the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and preceding sentence; provided, further thathowever, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice inclusion of such assignment or transfer, such notice a provision in the Landlord Consent Agreement shall not be deemed a requirement that is necessary in order for the Parties to identify enter into the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsLandlord Consent Agreement with Landlord.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease shall not assign or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease nor sublet all or any portion of the Leased Property Premises without the prior written consent of Lessor, which shall not be unreasonably withheld. If Lessee seeks to sublet or assign all or any portion of the Lessor so long as (v) any such assignmentPremises, a copy of the proposed sublease or transfer would not subject the assignment agreement and all agreements collateral thereto, shall be delivered to Lessor to a violation of laws or regulations applicable at least thirty (30) days prior to the commencement of the sublease or assignment (the "Proposed Effective Date"). In the event of an assignment or in the event of a sublease where the sublease (1) by itself or taken together with prior or other sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and the right, to be continuing orexercised by giving written notice to Lessee, after giving effect to such assignment, recapture the space described in the sublease or transferthe entire Premises in the event of an assignment. If such recapture notice is given, would exist, (x) any such sublease is expressly subject and subordinate it shall serve to terminate this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property proposed sublease space, or, if the proposed sublease space covers all the Premises or in the event of an assignment, it shall serve to terminate the entire Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet originally demised and the Operative Documents to which it is a partythis Lease as so amended shall continue thereafter in full force and effect. Each sublease permitted hereby assignee or sublessee shall assume and be made and shall expressly provide in writing that it is subject and subordinate deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the rights due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the term of this Lease. In the event of any sublease or assignment of all or any portion of the Lessor hereunder, shall expressly provide for Premises where the surrender Rent reserved in the sublease or assignment exceeds the Rent or pro rata portion of the Leased Property by Rent, as the sublessee at the election of the Lessor after an Event of Defaultcase may be, shall provide that for such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor space reserved in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatLease, Lessee shall provide pay Lessor monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, one-half (1/2) of the excess of the Rent reserved in the sublease over the Rent reserved in this Lease applicable to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease space.

Assignment and Subleasing. During the Lease Term, the No Lessee may assign, sublease or transfer to assign any Person, at any time, in whole or in part, of its right, title or interest in, to or under this Lease Lease, except (i) to the Company or another Subsidiary of the Company and (ii) as set forth in the following sentence. Each Lessee may sublease all or any portion of the any Leased Property without the prior written consent Property, PROVIDED that (a) all obligations of the Lessor so long such Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no sublease had been made; (vb) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is shall be expressly subject and subordinate to this Lease, the Loan Agreement and the other Operative Documents; and (yc) each such sublease shall terminate on or before the Lease Termination Date. Each Lessee remains liable for all obligations under shall give the Syndication Agent and Lessor prompt written notice of any such assignment or sublease. Except pursuant to an Operative Document, this Lease after giving effect to shall not be mortgaged or pledged by any Lessee, nor shall any Lessee mortgage or pledge any interest in any Leased Property or any portion thereof. Any such assignment, sublease mortgage or transfer, and (z) pledge shall be void. Lessor retains all of may not assign its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option this Lease or the Purchase Option, no sublease may have a term that extends beyond Leased Properties except to the Base Term Expiration DateSyndication Agent in accordance with the Operative Documents and except in accordance with the Master Agreement. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease the event a Lien or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect other matter affecting title to the Leased Property arises and the Operative Documents to which it is a party. Each sublease permitted hereby matter with respect to which Lessor is entitled to make a claim under the terms of the title insurance policy covering the Leased Property, Lessor shall be made obligated to remove or discharge, or pay to the related Lessee, the amount incurred by such Lessee in removing and shall expressly provide in writing that it is subject discharging such matter to the extent (and subordinate only to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (aextent) on the effective date of any proceeds, damages or other amounts paid to Lessor under said title policy ("TITLE POLICY PROCEEDS"). In that connection, if such assignment and transfermatter is discovered, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings upon the related Lessee's reasonable request and at such Lessee's expense, will make such claims or institute such proceedings as are appropriate under the terms of such title policy to cause the title insurer thereunder to either remove such matter or pay any Title Policy Proceeds in respect of such matter. In the event Lessor is paid any Title Policy Proceeds as a result of such assignment and transfer claim or proceeding prior to the time that the related Lessee discharges such matter, Lessor shall apply the Title Policy Proceeds in the payment of amounts necessary to protect remove and discharge such matter to the rights extent of such proceeds. In the event that Lessor in is paid any Title Policy Proceeds after the Leased Property related Lessee discharges such matter, then Lessor agrees to reimburse such Lessee to the extent (and only to the other Operative Documents are made in a timely fashion, (dextent) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxesproceeds, (h) the damages or other amounts paid to Lessor shall have received as Title Policy Proceeds for any amounts paid by such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish remove or discharge any of the Lessee’s obligations under this Lease such matter, including, without limitation, expenses incurred by such Lessee in causing such matter to be removed or the other Operative Documentsdischarged.

Assignment and Subleasing. During the Lease TermExcept as explicitly set forth herein, the Lessee may shall not assign, sublease sell, convey, transfer, mortgage, or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under pledge this Lease Agreement or any portion of the Leased Property part thereof without the prior written consent of the Lessor so long as (v) Authority. Any restrictions, which form a part of any such assignmentwritten consent granted, sublease will be part of this Agreement. A merger, consolidation or transfer would not subject the Lessor to affiliation with, or purchase by, any other entity, resulting in a violation change of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits control of the Cash Collateral and receives prior certification thereof from Lessee, shall be considered an Assignment of this Agreement. Any subleases, operating agreements, or similar arrangements entered into by the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option for use or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies occupancy of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and Premises shall require the Lessee shall remain directly and primarily liable prior written approval of the Authority. Such arrangements will constitute commercial aeronautical service under the Lease with respect to Minimum Standards for Xxxxxxxx/Bullhead International Airport. Consent will be in the Leased Property form of a Miscellaneous Operating Permit and the Operative Documents to which it is a partyany additional covenants and conditions will be contained therein. Each sublease permitted hereby Lessee may develop standard agreements for such purposes. Any such agreement shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights all of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease Lease. After initial approval by the Authority, Lessee may use such agreements with only the Authority’s written approval of the term, rights of the user, fees and charges and any changes to the standard agreements being required. In the event of any transfer, assignment, or sublease of this lease, there shall be due and payable to the Lessor, a fee equal to the attorney’s fees and cost associated with said event. Said fees and cost shall be reasonable, but in no event shall the charge for such fees be less than Seven Hundred and Fifty Dollars ($750.00). Payment of said fees and costs may be paid by the Lessee, and shall be due and paid to the Lessor before the Lessor’s written consent to said transfer, assignment or sublease. Unless expressly provided for in the Lessor’s consent agreement, the Lessor’s consent to any transfer, assignment or sublease shall not release the Lessee from complying with the terms and conditions of this lease, should the sublessee default in payment of rent or any other Operative Documentsobligation under the provisions of this lease. Each and every, transfer, assignment or sublease of this lease shall require a specific written consent from the Lessor. In the case of an Assignment, Lessee shall pay to the Lessor a fee (“Assignment Fee”) based on the following formulas: If there are ten (10) years or more remaining on the lease term when the Assignment occurs, Lessee shall pay to Lessor an amount equal to twenty percent (20%) of the sales price of the hangar or a seven thousand five hundred ($7,500) cash payment, whichever is greater. If there are less than ten (10) years but more than five (5) years remaining on the lease term when the assignment occurs, Lessee shall pay to Lessor an amount equal to fifteen (15%) of the sales price of the hangar or five thousand dollars ($5,000) cash payment, whichever is greater. If there are less than five (5) years remaining on the lease term when the assignment occurs, lessee shall pay to Lessor an amount equal to ten (10%) of the sales price of the hangar or two thousand five hundred dollars ($2,500) cash payment, whichever is greater. In addition to above assignment fee, an administrative fee, not to exceed five hundred dollars ($500) may be charged to lessee for costs incurred in connection with processing and reviewing any and all documents associated with the assignment, transfer or sublease.