Common use of Assignment and Subleasing Clause in Contracts

Assignment and Subleasing. Subject to the approval of Landlord to the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part of the 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest in Sublessee is not an assignment of this Sublease, 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 this Sublease shall permit Sublessor to exercise against Sublessee the rights granted to the Landlord against the Tenant under the Master Lease.

Assignment and Subleasing. Subject to (a) The Company may sublease the approval of Landlord to Project, as a whole or in part. No sublease shall relieve the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part of the Premises to Company from primary liability for 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest hereunder, and in Sublessee is not an assignment of this Sublease, but Sublessee shall give Sublessor notice the event of any such transfer which results in a change in control of Sublessee. Sublessee sublease, the Company shall not otherwise assign this Sublease or sublet all or any part continue to remain primarily liable for payment of the Premises voluntarilyrents specified in Section 5.3 hereof and for the payment, involuntarily or by operation of lawperformance, 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 observance of the covenants other obligations and obligations of Sublessee hereunderagreements on its part herein provided to be performed and observed by it. Sublessee The Company shall deliver furnish or cause to Sublessor a fully executed copy of any assignment or sublease. Any assignment or subletting by Sublessee not be furnished to the Issuer, upon request, assurances reasonably satisfactory to the Issuer that the Project will continue to be operated in compliance with the Master Lease provisions hereof and this Sublease for purposes permitted by the Act. The Issuer shall permit Sublessor have the right, at any time and from time to exercise against Sublessee time, to notify any sublessee of the rights granted of the Issuer as provided by this Section. The Issuer, at the request of the Company, shall enter into a non-disturbance agreement with any subtenant of the Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease. (b) The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part to a company that is the survivor of a consolidation, merger or transfer of substantially all of the assets of the Company without obtaining the consent of the Issuer or of the Holder. This Lease may be assigned to the Landlord against Holder of the Tenant under Bond without the Master consent of the Issuer. This Lease may be assigned to an Affiliate of the Company with the prior written consent of the Holder and without the consent of the Issuer. Except as provided herein, this Lease may be assigned only with the prior written consent of the Holder and of the Issuer. The Issuer’s consent shall not unreasonably be withheld, conditioned or delayed. (c) Notwithstanding anything to the contrary set forth in this Lease, the Company may assign its interest in this Lease pursuant to an Exempt Assignment (hereinafter defined) without the approval of the Issuer or the Holder of the Bond.

Assignment and Subleasing. Subject to (a) The Company may sublease the approval of Landlord to Project, as a whole or in part. No sublease shall relieve the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part of the Premises to Company from primary liability for 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest hereunder, and in Sublessee is not an assignment of this Sublease, but Sublessee shall give Sublessor notice the event of any such transfer which results in a change in control of Sublessee. Sublessee sublease, the Company shall not otherwise assign this Sublease or sublet all or any part continue to remain primarily liable for payment of the Premises voluntarilyrents specified in Section 5.3 hereof and for the payment, involuntarily or by operation of lawperformance, 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 observance of the covenants other obligations and obligations of Sublessee hereunderagreements on its part herein provided to be performed and observed by it. Sublessee The Company shall deliver furnish or cause to Sublessor a fully executed copy of any assignment or sublease. Any assignment or subletting by Sublessee not be furnished to the Issuer, upon request, assurances reasonably satisfactory to the Issuer that the Project will continue to be operated in compliance with the Master Lease provisions hereof and this Sublease for purposes permitted by the Act. The Issuer shall permit Sublessor have the right, at any time and from time to exercise against Sublessee time, to notify any sublessee of the rights granted of the Issuer as provided by this Section. The Issuer, at the request of the Company, shall enter into a non-disturbance agreement with any subtenant of the Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease. (b) The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part to a company that is the survivor of a consolidation, merger or transfer of substantially all of the assets of the Company without obtaining the consent of the Issuer or of the Holder. This Lease may be assigned to the Landlord against Holder of the Tenant under Bond without the Master consent of the Issuer. This Lease may be assigned to an Affiliate of the Company with the prior written consent of the Holder and without the consent of the Issuer. Except as provided herein, this Lease may be assigned only with the prior written consent of the Holder and of the Issuer. The Issuer's consent shall not unreasonably be withheld, conditioned or delayed. (c) Notwithstanding anything to the contrary set forth in this Lease, the Company may assign its interest in this Lease pursuant to an Exempt Assignment (hereinafter defined) without the approval of the Issuer or the Holder of the Bond.

Assignment and Subleasing. Subject to Neither the approval of Landlord to the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), Company nor Acxiom may assign this Head Lease or sublet all the leased premises or part thereof, other than to Acxiom, without the prior written consent of the 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest in Sublessee is not an assignment of this Sublease, 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 theretoIssuer, which consent shall not be unreasonably withheld; provided, delayed however, that without the prior written consent of the Issuer the Company and/or Acxiom may assign and pledge as security its rights hereunder to Bank of America, N.A., or conditioned any affiliate thereof. Notwithstanding the foregoing, no assignment or subletting and will be deemed granted unless denied in writing by Sublessor within 10 days after Sublessee's delivery no dealings or transactions between the Issuer or the Bond Trustee and any sublessee or assignee shall relieve the Company or Acxiom of any of its consent request to Sublessor. Any such obligations under this Head Lease, and the Company and Acxiom shall remain as fully bound as though no assignment or subletting had been made, and performance by any assignee or sublessee shall assume in writing be considered as performance pro tanto by the performance Company and Acxiom. It is understood and agreed that this Head Lease (and the leased premises and rents hereunder) will be assigned and pledged to the Bond Trustee as security for the payment of the covenants principal of and obligations premium, if any, and interest on the Bonds, but otherwise the Issuer shall not, without the prior written consent of Sublessee hereunder. Sublessee shall deliver the Company and Acxiom, assign, encumber, sell, or dispose of all or any part of its rights, title, and interest in and to Sublessor a fully executed copy of any assignment or sublease. Any assignment or subletting by Sublessee not the leased premises and this Head Lease, except to the Company in compliance accordance with the Master provisions of this Head Lease and this Sublease shall permit Sublessor to exercise against Sublessee the rights granted to the Landlord against the Tenant Bond Trustee under the Master LeaseIndenture, but subject to the provisions set forth below, without the prior written consent of the Company.

Assignment and Subleasing. Subject (a) The Company may sublease the Project, as a whole or in part, without the consent of the Issuer or the Holder. No sublease shall relieve the Company from primary liability for any of its obligations hereunder, and in the event of any such sublease, the Company shall continue to remain primarily liable for payment of the rents specified in Section 5.3 hereof and for the payment, performance, and observance of the other obligations and agreements on its part herein provided to be performed and observed by it. Notwithstanding the foregoing, in no event shall any such sublease cause the Project to become ineligible as a “project” under the Act. The Issuer shall have the right, at any time and from time to time, to notify any sublessee of the rights of the Issuer as provided by this Section. The Issuer, at the request of the Company, shall enter into a non-disturbance and attornment agreement with any subtenant of the Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease. (b) The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part, without the consent of the Issuer or the Holder of the Bond to (i) a Person that is the survivor of a consolidation, merger or transfer of substantially all of the assets of the Company, (ii) an Affiliate of the Company, or (iii) any other Person having a minimum net worth of $250,000. For any other assignment not described in (i), (ii) or (iii) above, the Company shall first obtain the written consent of the Issuer and the Holder, unless such assignment constitutes an “Exempt Assignment” as described in subsection (c) of this Section, in which case no such consent shall be required. (c) Notwithstanding anything to the contrary set forth in this Lease, the Company may assign its interest in this Lease pursuant to an Exempt Assignment (hereinafter defined) without the approval of Landlord to the extent required under Issuer or the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part Holder of the 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest in Sublessee is not an assignment of this Sublease, 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 this Sublease shall permit Sublessor to exercise against Sublessee the rights granted to the Landlord against the Tenant under the Master LeaseBond.

Assignment and Subleasing. (a) Subject to permitted mergers and consolidations under Section 5.2 of the approval Participation Agreement and SECTION 12(b) below, Lessee may not, without the prior written consent of Landlord Lessor, assign mortgage, pledge or sublease, in whole or in part, any of its right, title or interest in, to the extent required or under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part any portion of the Premises Property to any of Sublessee's AffiliatesPerson at any time, and any such assignment, mortgage, pledge or sublease shall be void. "Sublessee's Affiliates" means any company controllingLessee may, controlled by however, assign its right, title or interest in, to or under common control this Lease with Sublesseerespect to the Property to a Wholly-owned Domestic Subsidiary that becomes a Lessee hereunder pursuant to a Lease amendment and in accordance with Article VIII of the Participation Agreement. Any such Wholly-owned Domestic Subsidiary that becomes a Lessee hereunder shall remain in a Wholly-owned Domestic Subsidiary of the Lessee for so long as it is a Lessee. (b) Lessee may not sublease any of its right, as well as any entity acquiring all title or substantially all of Sublessee's assets interest in, to or common stock. In no circumstances shall the original Sublessee be released from its obligations under this Sublease. A transfer Lease or any portion of an ownership interest in Sublessee is not an assignment of this Subleasethe Property to any Person at any time, but Sublessee shall give Sublessor notice of and any such transfer which results in a change in control of Sublessee. Sublessee sublease shall not otherwise assign this Sublease or sublet all or any part of be void, unless Lessee shall obtain the Premises voluntarily, involuntarily or by operation of law, without first obtaining Sublessor's prior written consent theretoof Administrative Agent and Participants, which consent shall not be unreasonably withheld; PROVIDED, delayed or conditioned and will HOWEVER, that (1) their withholding of such consent shall not be deemed granted unless denied unreasonable if, for purposes of illustration and not in writing by Sublessor within 10 days after Sublesseelimitation, (a) the proposed subtenant is engaged in a business or conducts activities which might be hazardous to any Person or property, in each case in Administrative Agent's delivery of its sole judgment, or (b) the proposed subtenant has requirements for which the Property is not suited or which are contrary to, or might cause Lessor or the Property to be in violation of, any Applicable Laws; PROVIDED FURTHER that, without such 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 Administrative Agent or sublease. Any assignment or subletting by Sublessee not in compliance with the Master Lease and this Sublease shall permit Sublessor to exercise against Sublessee the rights granted to the Landlord against the Tenant under the Master Lease.Participants, Lessee

Assignment and Subleasing. Subject to (a) The Company may sublease the approval of Landlord to Project, as a whole or in part. No sublease shall relieve the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part of the Premises to Company from primary liability for 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest hereunder, and in Sublessee is not an assignment of this Sublease, but Sublessee shall give Sublessor notice the event of any such transfer which results in a change in control of Sublessee. Sublessee sublease, the Company shall not otherwise assign this Sublease or sublet all or any part continue to remain primarily liable for payment of the Premises voluntarilyrents specified in Section 5.3 hereof and for the payment, involuntarily or by operation of lawperformance, 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 observance of the covenants other obligations and obligations of Sublessee hereunderagreements on its part herein provided to be performed and observed by it. Sublessee The Company shall deliver furnish or cause to Sublessor a fully executed copy of any assignment or sublease. Any assignment or subletting by Sublessee not be furnished to the Issuer, upon request, assurances reasonably satisfactory to the Issuer that the Project will continue to be operated in compliance with the Master Lease provisions hereof and this Sublease for purposes permitted by the Act. The Issuer shall permit Sublessor have the right, at any time and from time to exercise against Sublessee time, to notify any sublessee of the rights granted of the Issuer as provided by this Section. The Issuer, at the request of the Company, shall enter into a non-disturbance agreement with any subtenant of the Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease. (b) The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part to a company that is the survivor of a consolidation, merger or transfer of substantially all of the assets of the Company without obtaining the consent of the Issuer or of the Holder. This Lease may be assigned to the Landlord against Holder of the Tenant under Bonds without the Master consent of the Issuer. This Lease may be assigned to an Affiliate of the Company with the prior written consent of the Holder and without the consent of the Issuer. Except as provided herein, this Lease may be assigned only with the prior written consent of the Holder and of the Issuer. The Issuer's consent shall not unreasonably be withheld, conditioned or delayed. (c) Notwithstanding anything to the contrary set forth in this Lease, the Company may assign its interest in this Lease pursuant to an Exempt Assignment (hereinafter defined) without the approval of the Issuer or the Holder of the Bonds.

Assignment and Subleasing. Subject Lessee is expressly permitted to the approval of Landlord to the extent required assign, or transfer its rights under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part of the Premises to any of Sublessee's Affiliates. "Sublessee's Affiliates" means any company entities controlling, controlled by or under common control with SublesseeLessee, as well as any entity acquiring part of a sale of all or substantially all of Sublessee's assets its assets, or common stockto its lender in connection with financing. In no circumstances Upon such assignment, Lessee shall the original Sublessee be released from its relieved of all liabilities and obligations under this SubleaseLease. A Any transfer of this Lease by merger, consolidation or liquidation or any change in the ownership of, or power to vote, the majority of its outstanding voting stock shall not constitute an ownership assignment for the 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 right to freely sublet or transfer space to third parties on the Leased Space without obtaining the prior written consent of ▇▇▇▇▇▇. Lessor may not assign the Rent or this Lease or any rights hereunder, or grant any interest in Sublessee is not an assignment of this Sublease, 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 portion of the Premises voluntarilyPremises, involuntarily or by operation except in connection with conveyance of lawfee simple title to the Premises, without first obtaining Sublessor's the prior written consent theretoof ▇▇▇▇▇▇, which consent shall not be unreasonably withheld, delayed . In the event that Lessee from time to time subleases all 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 a portion of the covenants Leased Space or as otherwise reasonably required by Lessee for work at the Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Premises as is reasonably necessary for such work. Following the completion of such work, Lessee shall, at ▇▇▇▇▇▇’s sole cost and obligations of Sublessee hereunder. Sublessee shall deliver to Sublessor a fully executed copy of expense, promptly repair any assignment or sublease. Any assignment or subletting by Sublessee not in compliance with the Master Lease and this Sublease shall permit Sublessor to exercise against Sublessee the rights granted damage to the Landlord against the Tenant under the Master Leasetemporary easement area arising from Lessee’s use thereof.

Assignment and Subleasing. Subject to Tenant may not, without the approval of Landlord to the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease or sublet all or part prior written consent of the 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest in Sublessee is not an assignment of this Sublease, but Sublessee shall give Sublessor notice of any such transfer Landlord (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 assign this Lease (or conditioned permit any assignment of this Lease by operation of law) or sublet the Premises or any portion thereof or mortgage, pledge or hypothecate its leasehold interest or grant any license within the Premises, and will be deemed granted unless denied in writing by Sublessor within 10 days after Sublessee's delivery of its consent request any attempt to Sublessor. Any such assignee or sublessee shall assume in writing the performance do any of the covenants foregoing without the prior written consent of Landlord shall be void and obligations of Sublessee hereunderno effect. Sublessee Landlord's prior consent shall deliver to Sublessor a fully executed copy of any assignment or sublease. Any not be required for an assignment or subletting by Sublessee 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 in compliance less than fifty percent (50%) of whose outstanding stock or other ownership interest shall, at the 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 Master 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 for the performance of all covenants, duties and obligations of Tenant and Landlord shall be permitted to enforce the provisions of this Lease and this Sublease shall permit Sublessor to exercise against Sublessee the rights granted to the Landlord against the undersigned Tenant and/or any assignee, subtenant or other transferee without demand upon or proceeding in any way against any other person. The acceptance of an assignment or subletting of the Premises by any assignee or subtenant shall be construed as a promise on the part of such assignee or subtenant 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 Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or subtenant shall release Tenant from Tenant's primary responsibility under the Master 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 shall declare fifty percent (50%) of such excess rental, less the cost of leasing commissions and

Assignment and Subleasing. Subject Tenant shall have the right to the approval of Landlord to the extent required under the Master Leasesublet, Sublessee on notice to Sublessor assign, transfer, reassign and grant concessions or licenses (but without Sublessor's consent), may assign this Lease or sublet all or part of the Premises to any of Sublessee's Affiliates. a "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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest Transfer") in Sublessee is not an assignment of this Sublease, 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 Leased Premises voluntarily, involuntarily or by operation and any of lawTenant's rights and obligations under this Lease, without first obtaining SublessorLandlord's written consent. In the event of such a Transfer, Tenant shall remain liable for all of Tenant's obligations to Landlord arising hereunder (except for the payment of Percentage Rent) 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 theretoto a Transfer shall be required, which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed. Notwithstanding the immediately preceding sentence, in the event any assignee hereunder or assignee's guarantor subsequent to an assignment has a net worth calculated in accordance with generally accepted accounting principles equal to or greater than the net worth of Advance Stores Company, Incorporated, as of the end of the fiscal year in which the Commencement Date of this Lease occurs, Landlord's consent to such assignment shall not be necessary, and will Tenant shall thereafter automatically (and without any action by Landlord) be deemed granted unless denied in writing by Sublessor within 10 days after Sublesseerelieved of any further obligations under this Lease. Landlord acknowledges and agrees that Landlord's delivery conditioning of the granting of its consent request to Sublessor. Any such assignee upon obtaining (i) a material amendment 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 this Sublease shall permit Sublessor to exercise against Sublessee the rights granted modification to the Landlord against the Tenant under the Master Lease.terms of this Lease or

Assignment and Subleasing. Subject (a) This Lease Agreement may not be assigned, in whole or in part, and the Facility may not be subleased, in whole or in part, by the Company, except for residential leases (including successive generation subleases) or used or occupied, without the prior written consent of the Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the approval dates of Landlord the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Notwithstanding anything contained to the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), may assign this Lease contrary herein or sublet all or part in any of the Premises Transaction Documents, the Company may sublease units in the Facility to residential tenants in the ordinary course of business without the consent of the Agency. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for 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 original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest in Sublessee is not an assignment of this Sublease, 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 hereunder unless the Premises voluntarily, involuntarily or by operation of law, without first obtaining Sublessor's written consent Agency consents thereto, which consent shall not be unreasonably withheldwithheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) except with respect to residential subleases, 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 the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume in writing the performance obligations 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 this Sublease shall permit Sublessor to exercise against Sublessee the rights granted Company hereunder to the Landlord against extent of the Tenant under interest assigned or subleased; (iii) except with respect to residential subleases, the Master Lease.Company shall, within ten

Assignment and Subleasing. Subject to the approval of Landlord to the extent required under the Master Lease, Sublessee on notice to Sublessor (but without Sublessor's consent), Lessee may assign this Lease or sublet all or part of the Premises Leased Space in whole or in part without ▇▇▇▇▇▇'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 principal or 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 which acquires all or substantially all of SublesseeLessee's assets by reason of a merger, acquisition or common stockother business reorganization. In no circumstances shall As to other parties, this Lease may not be sold, assigned or transferred without the original Sublessee be released from its obligations under this Sublease. A transfer of an ownership interest in Sublessee is not an assignment of this Sublease, 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 written consent of the Premises voluntarily, involuntarily or by operation of law, without first obtaining Sublessor's written consent theretoLessor, which such consent shall will not be unreasonably withheld, delayed or conditioned conditioned. No change of stock ownership, partnership interest or control of Lessee or transfer upon partnership or corporate dissolution of Lessee shall constitute an assignment hereunder. Upon such assignment, Lessee shall be relieved of all liabilities and will be deemed granted unless denied obligations under this Lease. Lessor may not assign the Rent or this Lease or any rights hereunder, or grant any interest 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 any portion of the covenants and obligations Premises, except in connection with conveyance 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 this Sublease shall permit Sublessor to exercise against Sublessee the rights granted fee simple title to the Landlord against Premises, without the Tenant under prior written consent of ▇▇▇▇▇▇, in ▇▇▇▇▇▇’s sole and absolute discretion.. In the Master Leaseevent that Lessee from time to time subleases all or a portion of the Leased Space or as otherwise reasonably required by Lessee for work at the Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Premises as is reasonably necessary for such work. Following the completion of such work, Lessee shall, at ▇▇▇▇▇▇’s sole cost and expense, promptly repair any damage to the temporary easement area arising from Lessee’s use thereof.

Assignment and Subleasing. Subject Sublessee shall not assign or hypothecate this Sublease or any interest therein, sublet the Sublease Premises, or any part thereof, or permit the use of the 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 Subleased Premises, and any assignment or sublease of this Sublease shall include a provision to that effect. Consent of Sublessor to a particular sublease or assignment shall not constitute consent to a subsequent sublease or assignment. Notwithstanding anything contained herein to the approval contrary, 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 to the extent required under the Master Prime Lease, Sublessee on notice to Sublessor : (but without Sublessor's consent), may assign this Lease or sublet all or part i) the sale of the 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 the assets of Sublessee's assets or common stock, (ii) a transfer of the stock of Sublessee, (iii) the merger of Sublessee into a different entity, and (iv) the merger of an entity into Sublessee. In no circumstances shall From and after the date of consummation of any of the foregoing transactions, original Sublessee shall be released from its liability under this Sublease and Sublessor agrees to look solely to the successor entity for the satisfaction of Sublessee's obligations under this SubleaseSublease from and after such date. A transfer In the alternative, if any of an ownership interest in Sublessee is not an assignment of this Subleasethe foregoing transactions occurs, but Sublessee shall give Sublessor notice of any such transfer which results in a change in control of Sublessee. Sublessee shall not otherwise assign have the option to terminate this Sublease or sublet all or any part of the Premises voluntarily, involuntarily or by operation of law, without first obtaining Sublessor's upon thirty (30) days prior 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 notice 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 this Sublease shall permit Sublessor to exercise against Sublessee the rights granted to the Landlord against the Tenant under the Master Lease.