Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. (a) Without the prior written consent of Lessor, Lessee may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (a) Without nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of LessorLandlord in each instance. If this Lease is assigned, Lessee may not assign this Agreement or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises or Tenant’s personal property are encumbered (whether by operation of Lessee's rights law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Agreement Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in whole any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or in part, subletting. In no event shall any permitted subtenant assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to a Site to an Affiliate of Lessee be used or (C) enter into the Severed Leases as contemplated occupied by Section 41; provided that others, without Landlord’s prior written consent in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmenteach instance. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such Any assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee sublease, mortgage, pledge, encumbrance or transfer in contravention of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionArticle 13 shall be void.

Assignment and Subletting. (a) Without 18.1 Tenant shall not, without the prior written consent of LessorLandlord, Lessee may which consent shall not assign be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Agreement Lease or any transfer by operation of Lessee's rights under law): (a) assign, convey, mortgage or otherwise transfer this Agreement in whole Lease or in partany interest hereunder, or sublease the Premises, or grant concessions any part thereof, whether voluntarily or licenses by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other rights for surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the occupancy or use option of Landlord, terminate all or any portion existing sublease or may, at the option of any Site; providedLandlord, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment operate as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary Landlord of Tenant’s interest in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from any or all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsubleases.

Assignment and Subletting. (a) Without Tenant shall not (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed and will not be withheld if the assignee, subtenant or transferee is reputable, has equal or better credit than Tenant and any guarantor of this Lease at the time of the subject transaction, and has substantial experience in the operation of the Permitted Use. Any assignment or subletting without such consent (whether actual or deemed) shall be void, and shall, at the option of Landlord, constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or waiver by Landlord, nor as a release of Tenant, but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Notwithstanding anything to the contrary in this Paragraph 13, Tenant may assign or sublet the Premises without the prior written consent of LessorLandlord, Lessee may not assign this Agreement to an entity which currently owns more than fifty percent (50%) of the voting stock of Tenant or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use which Tenant owns greater than fifty percent (50%) of all classes of stock (or any portion all classes of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license partnership or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreementmembership interest); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. (a) Without Lessee shall not, without the prior written consent of Lessor (i) assign or in any manner transfer Lessee's interest in this Lease or any estate or interest therein, or (ii) permit any assignment or transfer of this Lease or any estate or interest therein by operation of law, merger or consolidation, or (iii) sublet the Premises or any part thereof, or (iv) grant any license, concession, or other right of occupancy of any portion of the Premises. Consent by Lessor to one or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to any subsequent assignments and sublettings. Notwithstanding any approved assignment or subletting, Lessee may not assign this Agreement or any shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Lessee's rights other obligations under this Agreement Lease and in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion event of any Site; providedassignment, thatby operation of law, subject to merger, consolidation or otherwise, any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must shall assume and agree to perform all obligations of Lessee's obligations Lessee hereunder while an event of default, as hereinafter defined, should occur the Premises or any part thereof are then assigned or sublet, Lessor, in addition to the extent any other remedies herein provided or provided by law, may at its option, collect directly from such assignee or sublessee all rents becoming due to Lessee under such assignment or sublease, and apply such rent against any sums due to Lessor by Lessee hereunder, and Lessee hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee assignee or sublessee shall be released construed to constitute a novation or a release of Lessee from all the further performance of its obligations with respect to hereunder. Receipt by Lessor of rent from any assignee, sublessee, or occupant of the Sites that are leased or pre-leased under such Severance Lease), Lessee will Premises shall not be released from, deemed a waiver of the covenant contained in this Lease against assignment and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to subletting or a Qualifying Lessee Transferee, the obligations release of Lessee under this Agreement with respect to Lease. Lessee shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Sites that are the subject Premises. Any attempted assignment or sublease by Lessee in violation of the assignment will cease terms and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions covenants of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.paragraph shall be void. Tenant Initials ___________ Landlord Initials___________

Assignment and Subletting. (a) Without A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this Lease be assigned, Lessee may not assign this Agreement or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of Lessee's rights under this Agreement in whole the provisions hereof, the acceptance of the assignee, undertenant or in partoccupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a Site sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to an Affiliate of Lessee have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (C10) enter into days thereafter, at Tenant's expense, by filing the Severed Leases as contemplated bond required by Section 41; provided that in the case of the transactions described in clauses (A) law, or otherwise, and (B) immediately above the assignee of Lessee must assume paying any other necessary sums, and agree Tenant agrees to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), indemnify Landlord and its agents and hold them harmless from and after execution of a Severance Leaseagainst any and all claims, Lessee shall be released losses or liability resulting from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable lien for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionbrokerage services rendered.

Assignment and Subletting. (a) Without the prior written consent of LessorExcept as herein provided, Lessee Tenant may not assign this Agreement or any of Lessee's rights under this Agreement Lease in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of nor sublet all or any portion of any Site; providedthe Premises, thatwithout the prior written consent of Landlord in each instance, subject which shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if not given or denied in writing within thirty (30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall not be required if such assignment or sublease is from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, if any. The consent by Landlord to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license assignment or otherwise make available Available Space to Tower Subtenant for the purpose subletting shall not constitute a waiver of the installationnecessity for such consent to any subsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may mortgage or collaterally assign its interest in and maintenance to this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any subsidiary or affiliate of Communications Equipment as contemplated by, Tenant. Tenant shall remain fully liable on this Lease and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will shall not be released fromfrom performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and will remain fully all right and completely liable forinterest of the Landlord in this Lease, payment and performance may be conveyed, assigned or encumbered at the sole discretion of all of its dutiesthe Landlord at any time. In addition, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole notwithstanding the foregoing to the contrary, Tenant shall have the right to license or in part to any Qualifying Lessee Transferee or (B) assign sublet all or any portion of its rights with respect the Premises to a Site physician, physician group, professional corporation or other entity licensed to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that practice medicine in the case of State where the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that Premises are leased located or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoingother individuals or entities providing health-related services, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionwithout first obtaining Landlord’s prior consent.

Assignment and Subletting. (a) Without Tenant may sublet the prior written consent of Lessor, Lessee may not Premises or assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Siteotherwise transfer its interests hereunder without obtaining Landlord’s consent; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, that (i) Lessee may leaseat the time of any such sublease or assignment no Default exists, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may any such sublease or assignment shall by its terms be expressly made subject and subordinate to the terms of this Lease, (Aiii) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate any sublease of Lessee or less than forty thousand (C40,000) enter into the Severed Leases as contemplated by Section 41; provided that in the case rentable square feet of the transactions described in clauses Premises, Tenant shall have given Landlord ten (A10) days’ prior written notice of any such sublease or assignment (but the failure to do so shall not invalidate such transfer and shall not be considered a breach or Default by Tenant hereunder), and (Biv) immediately above for any sublease or assignment entered into after the assignee date hereof, such sublease shall contain a section to read as follows: “Sublessee by its execution of Lessee must assume this Sublease hereby unconditionally acknowledges and agree to perform all agrees as follows: (a) Sublessee has received a copy of Lessee's obligations hereunder the Lease Agreement dated as of , 201 (the “Primary Lease”), between THE CITY OF SAN DIEGO, as Tenant, and 101 Ash, LLC, as Landlord, (b) this Sublease represents a sublease of Sublessor’s rights in and to the extent Premises and this Sublease and the rights of Sublessee hereunder are in all respects subject and subordinate to the Primary Lease.” No such assignmentassignment or sublease shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder, and all such obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment or subletting had been made. In Tenant shall, within thirty (30) days after the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased any such sublease or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, deliver a conformed copy thereof to Landlord and Lessor and Sprint Collocator will look only and solely the Trustee. Tenant shall have no rights to the Person that is the Qualifying Lessee Transferee of Lessee's mortgage or otherwise hypothecate its leasehold interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLease.

Assignment and Subletting. (a) Without Except as otherwise provided in the immediately following sentence, Tenant shall not assign, mortgage or pledge this Lease, or sublet the Premises or any part thereof, or permit any other person or occupy the Premises or any part thereof, without the prior written consent of LessorLandlord, Lessee may such consent not assign this Agreement to be unreasonably withheld or any delayed. Such prior consent shall not be required of Lessee's rights under this Agreement in whole or in part, Tenant makes an assignment or sublease to a subsidiary or grant concessions or licenses affiliate or other rights for the occupancy corporation or use of all partnership which is controlled by Tenant or any portion Tenant’s principals, provided that prior to taking possession of any Site; providedpart of the Premises, thatsuch assignee or sublessee shall sign an assumption agreement in form satisfactory to Landlord, subject whereby such assignee or sublessee agrees to any required consent be bound by the terms and conditions of any Ground Lessor but without this Lease. Any such assignment or subletting, even with the consent of LessorLandlord, (i) Lessee may lease, sublease, license shall not release Tenant from liability for payment of rent or otherwise make available Available Space to Tower Subtenant for the purpose any other charges hereunder or from any of the installation, operation and maintenance of Communications Equipment as contemplated byother obligations under this Lease, and subject any additional consideration resulting from an assignment or subletting requiring Landlord’s prior consent in excess of the rent specified herein shall be additional rent hereunder due and payable to Landlord. The acceptance of rent from any other obligations under this Lease, and any additional consideration resulting from an assignment or subletting requiring Landlord prior consent in excess of the applicable terms rent specified herein shall be additional rent hereunder due and provisions of, this Agreement (and in such event Lessee will payable to Landlord. The acceptance of rent from any other person shall not be released from, and will remain fully and completely liable for, payment and performance deemed to be a waiver of all any of its duties, obligations and liabilities under the provisions of this Agreement); (ii) Lessee may (A) assign this Agreement in whole Lease or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to be a Site consent to an Affiliate of Lessee assignment or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreementsubletting. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject Lease or subletting of the assignment will cease and terminate to the extent of such assignmentPremises, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with a change in any respect to such Sites from and after the date of the assignment. Notwithstanding use of the foregoing, Lessee may enter into Mortgages in favor Premises from the use actually employed by the original Tenant shall require the prior written consent of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLandlord.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of LessorLandlord, Lessee which may not be withheld at Landlord's sole discretion, voluntarily or involuntarily assign, mortgage, encumber or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. For the purposes of this Lease, a management or similar agreement shall be considered to be an assignment of this Lease by Tenant. Any of the foregoing acts without such consent shall be void but shall, at the option of Landlord in its sole discretion, constitute an Event of Default giving rise to Landlord's right, among other things, to terminate this Lease. Without limiting the foregoing, this Lease shall not, nor shall any interest of Tenant herein, be assigned or encumbered by operation of law without the prior written consent of Landlord which may be withheld at Landlord's sole discretion. Notwithstanding the foregoing, Tenant may without Landlord's consent assign this Agreement Lease or sublet the Premises or any portion thereof to a wholly-owned subsidiary of Lessee's rights Tenant, provided that such subsidiary fully assumes the obligations of Tenant under this Agreement Lease, Tenant remains fully liable under this Lease, the use of the Premises remains unchanged, and no such assignment or sublease shall be valid and no such subsidiary shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet the Premises on any basis such that the rental to be paid by the sublessee thereunder would be based, in whole or in part, on either the income or sublease profits derived by the business activities of the sublessee, or grant concessions or licenses or any other rights for the occupancy or use of all or formula, such that any portion of any Site; provided, that, subject the sublease rental received by Landlord would fail to any required consent qualify as "rents from real property" within the meaning of any Ground Lessor but without the consent of Lessor, (iSection 856(d) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installationU.S. Internal Revenue Code, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights similar or successor provision thereto. Nothing herein shall require Landlord's consent to lease agreements or rental agreements with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that residents in the case ordinary course of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of LesseeTenant's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionbusiness.

Assignment and Subletting. The Tenant shall not, without the Landlord’s prior written consent, (a) Without the prior written consent of Lessorassign, Lessee may not assign convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Agreement Lease or any interest under it; (b) allow any transfer thereof by operation of Lessee's rights under this Agreement in whole law; (c) sublet the Premises or in partany part thereof, or sublease (d) permit the use or grant concessions or licenses or other rights for occupancy of the occupancy or use of all Premises or any portion of any Site; providedpart thereof by anyone other than the Tenant. If the assignment, thattransfer, subject or subletting is approved and rents under the sublease are greater than the rents provided for herein, then landlord shall have the further option either (a) to any required consent of any Ground Lessor but without convert the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose sublease into a prime lease and receive all of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lenderrents, in which case Tenant will be relieved of further liability hereunder and under the Lessee Lender with respect thereto will have proposed sublease, or (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If this Lease is assigned or if the right Premises or any part thereof are sublet or occupied by anybody other than the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to exercise remedies under the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the Tenant’s covenants contained in this Lease or the acceptance of such Mortgage in assignee, subtenant or occupant as Tenant, or a manner consistent with release of Tenant from further performance by tenant of covenants on the provisions part of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionTenant herein contained.

Assignment and Subletting. (a) Without Tenant 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 LessorLandlord which consent will not be unreasonably withheld. Tenant agrees to pay to Landlord, Lessee may as additional rent, 50% of amounts received by Tenant from its assignees, transferees or subtenants in excess of: (i) the Basic and Additional Rents payable by Tenant to Landlord hereunder and (ii) reasonable costs incurred by Tenant from the sublease including brokers fees, legal fees, and rent inducements. Tenant shall provide Landlord sixty (60) days written notice, advising Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the term hereof. If Landlord provides its consent and Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, Tenant shall provide Landlord thirty (30) days written notice of its intended assignee, transferee or subleasee for Landlord’s consent, which shall not be unreasonably withheld. Any assignee, transferee or subtenant shall not assign or transfer this Agreement or any of Lessee's rights under this Agreement Lease, either in whole or in part, or sublease sublet the whole or grant concessions any part of the Premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or licenses use by any other person shall not release Tenant from any of Tenant’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 Tenant and shall, at the option of Landlord exercised by written notice to Tenant, 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 Landlord. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant’s assignee or transferee (or other rights for the occupancy assignees or use of transferees) to assume in writing all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation obligations under this Lease and maintenance of Communications Equipment as contemplated by, and subject for Tenant to remain liable to Landlord under the Lease. Nothwithstanding anything to the applicable terms and provisions ofcontrary in this Lease, Landlord may elect to terminate this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that Lease in the case of a sublease of more than 50% of the transactions described Leased Premises. Tenant may void Landlord’s election to terminate by withdrawing the requested consent within two (2) business days of Landlord’s election to terminate. Notwithstanding anything to the contrary in clauses this Lease, Tenant may, without Landlord’s prior written consent, sublet the Premises or assign the Lease to a subsidiary or affiliate of Tenant (A) and (B) immediately above “Permitted Assignee”), provided the assignee of Lessee must assume and agree to perform Permitted Assignee assumes in writing all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect Lease and for Tenant to such Sites from and after remain liable to Landlord under the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLease.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of Lessor, Lessee may Landlord (which consent will not assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessorbe unreasonably withheld provided no Tenant default exists), (i) Lessee may leaseassign, subleasetransfer, license convey or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, mortgage this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement)Lease or any interest hereunder; (ii) Lessee may (A) assign this Agreement in whole suffer to occur or in part permit to exist any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with Lease, or any transaction described in clause lien or charge upon Txxxxx’s interest, involuntarily or by operation of law; (Biii) above sublet the Premises or any part thereof, or (iv) permit the use of the Premises or any part thereof by any parties other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from Tenant and after execution its employees. Any such action on the part of a Severance Lease, Lessee Tenant shall be released void and of no effect. Lxxxxxxx’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from all obligations with respect such assignee, subtenant or transferee shall be at Landlord’s sole and exclusive discretion and shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Lxxxxxxx’s consent to the Sites that are leased any assignment, subletting or pre-leased under such Severance Lease)transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, Lessee will not subletting, or transfer. In no event shall this Lease be released fromassigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under in no event shall this Agreement. Upon Lease or any assignment permitted above to a Qualifying Lessee Transferee, the obligations rights or privileges hereunder be an asset of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies Tenant under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lesseebankruptcy, Lessor and Sprint Collocator made in connection with this transactioninsolvency or reorganization proceedings, except as provided by law.

Assignment and Subletting. (a) Without the prior written consent of LessorExcept as herein provided, Lessee Tenant may not assign this Agreement or any of Lessee's rights under this Agreement lease in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of nor sublet all or any portion of any Site; providedthe Premises, thatwithout the prior written consent of Landlord in each instance, subject which shall not be unreasonably withheld or delayed and shall be deemed granted if not given or denied in writing within thirty (30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall not be required if such assignment or sublease is from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, if any. The consent by Landlord to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license assignment or otherwise make available Available Space to Tower Subtenant for the purpose subletting shall not constitute a waiver of the installationnecessity for such consent to any subsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord by its acceptance hereof acknowledges that Tenant may mortgage or collaterally assign its interest in and maintenance to this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any subsidiary or affiliate of Communications Equipment as contemplated by, Tenant. Tenant shall remain fully liable on this Lease and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will shall not be released fromfrom performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and will remain fully all right and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case interest of the transactions described Landlord in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall may be released from all obligations with respect to conveyed, assigned or encumbered at the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject sole discretion of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of Landlord at any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactiontime.

Assignment and Subletting. 21.1 Except as hereinafter provided, TENANT shall not sublet (awhich term shall include, without limitation, the granting of concessions, licenses and the like) Without all or any part of the Leased Premises nor assign this Lease unless, in each instance, the prior written consent of LessorLANDLORD thereto has been obtained, Lessee may which consent shall not be unreasonably conditioned, withheld or delayed. Without in any way limiting the generality of the previous sentence, unless LANDLORD has no comparable space which is available for leasing in the Building, TENANT shall not assign or sublet any part of the Leased Premises to (i) any other tenant in the Building, (ii) any party with whom LANDLORD is actively negotiating for space in the Building, or (iii) any party at rent lower than what LANDLORD is charging for comparable space in the Building; nor shall TENANT advertise the rent requested. TENANT may, subject to the terms, provisions, conditions and covenants of this Agreement Lease but without LANDLORD's consent, sublet all of the Leased Premises or assign this Lease to any entity controlling, controlled by or under common control with TENANT. Neither this Lease nor the Leased Premises, or any part thereof, shall be mortgaged by TENANT, nor shall TENANT mortgage, assign, pledge or otherwise transfer the interest of LesseeTENANT in and to any sublease or the rentals payable thereunder. Any such mortgage and any such sublease, assignment, pledge or transfer made in violation of this Section 21.1 shall be void and at LANDLORD's rights under election shall terminate this Agreement Lease. Notwithstanding anything to the contrary provided in whole this Lease, LANDLORD's prior consent shall not be required in connection with an assignment of TENANT's interest in this Lease as a result of a merger or in partconsolidation of TENANT, or sublease or grant concessions or licenses or other rights for the occupancy or use a sale of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of substantially all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of LesseeTENANT's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionassets.

Assignment and Subletting. Lessee shall not assign this Lease, or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or cause any other person or entity (aa bona fide subsidiary or affiliate of Lease excepted) Without to occupy or use the prior Premises, or any portion thereof, without the advance written consent of Lessor which consent shall not be unreasonably withheld or delayed. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Lessor, terminate this Lease. This Lease shall not, or shall any interest therein, be assignable, as to the interest of the Lessee, by operation of law, without the written consent of Lessor which consent shall not be unreasonably withheld or delayed. Notwithstanding Lessor's obligations to provide reasonable approval, Lessor reserves the right to withhold its consent for any proposed sublessee or assignee of Lessee may not if the proposed sublessee or assignee is a user or generator of Hazardous Materials. If Lessee desires to assign this Agreement or any of Lessee's its rights under this Agreement in whole Lease or in part, or sublease or grant concessions or licenses or other rights to sublet for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose remaining term of the installationLease, operation all of the subject Premises to a party other than a bona fide subsidiary or affiliate of Lessee, the Lessor shall have the right to recapture and maintenance of Communications Equipment as contemplated by, and subject to take back the applicable terms and provisions of, this Agreement (and Premises in such which event Lessee will not shall be released from, and will remain fully and completely liable for, payment and performance of all relieved of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentthe recapture. In Notwithstanding the case of an assignment of forgoing, Lessee may assign this Agreement in connection with any transaction described in clause (B) above (other than an assignment Lease to a GSI Financing Subsidiary successor in which case pursuant interest, whether by merger or acquisition, provided there is no substantial reduction in the net worth of the resulting entity and the resulting entity is not a user or generator of Hazardous Materials. Whether or not Lessor's consent to Section 41(d)a sublease or assignment is required, from in the event of any sublease or assignment, Lessee shall remain primarily liable for the performance of all conditions, covenants, and after execution obligations of Lessee hereunder and, in the event of a Severance default by an assignee or sublessee, Lessor may proceed directly against the original Lessee hereunder and/or any other predecessor of such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. If Lessor fails to exercise its right of recapture or the sublease term is less than the remaining term of the Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely agree to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and split 50/50 any bonus rent after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsublease expenses.

Assignment and Subletting. (a) Without A. Tenant shall not voluntarily or by operation of law assign or encumber its interest in this Sublease or in the prior Demised Premises, or sublease all or any part of the Demised Premises, or allow any other person or entity to occupy or use any part of the Demised Premises, without first obtaining the written consent of LessorLandlord, Lessee may which consent shall not assign this Agreement or any of Lessee's rights under this Agreement in whole or in partbe unreasonably withheld. Any assignment, encumbrance, or sublease or grant concessions or licenses or other rights without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default after the expiration of applicable notice and cure periods. It shall not be unreasonable for the occupancy or use of all or any portion of any Site; provided, that, subject Landlord to withhold its consent to any required consent of any Ground Lessor proposed assignment or subletting if the proposed transferee does not meet certain criteria, including, but without not limited to, the consent of Lessortransferee’s financial condition, (i) Lessee may leasethe nature, subleasequality, license or otherwise make available Available Space to Tower Subtenant for the purpose and character of the installationtransferee, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole identity or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case business character of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transfereetransferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject nature of the assignment will cease use and terminate to occupancy and the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignmenttransferee’s business experience. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor Tenant may, without Landlord’s prior written consent and without constituting an assignment or sublease hereunder, sublet the Premises or assign this Sublease to (a) an entity controlling, controlled by or under common control with Tenant, (b) an entity related to Tenant by merger, consolidation or reorganization, or (c) a L /s/ BM_ 7 T /s/ SDG purchaser of a substantial portion of Tenant’s assets (a “Permitted Transferee”); provided, however, no such assignment or sublease shall relieve Tenant of any Lessee Lenderliability or obligations hereunder and, in which case the Lessee Lender with respect thereto will have the right as a condition to exercise remedies under any such Mortgage assignment or sublease, (a) any assignee shall assume the obligations of Tenant hereunder in a manner consistent with writing and (b) any subtenant shall acknowledge in writing that the provisions rights of such subtenant are subject and subordinate to the terms and conditions of this Agreement and Lease. A sale or transfer of Tenant’s capital stock shall not be deemed an assignment, subletting or any other agreement between Lessee, Lessor and Sprint Collocator made in connection with transfer of this transactionSublease or the Premises.

Assignment and Subletting. 18.1 Lessee shall not transfer or assign (awhether by instrument or operation of law, or if applicable, by withdrawal, sale, gift, exchange, change in partnership ownership or membership, chance in stock ownership, merger, consolidation, dissolution or reorganization of any type) Without this Lease or any right or privilege of Lessee hereunder without the prior written consent of Lessor. Lessor, in its sole discretion, may refuse to give its consent to any proposed transfer or assignment. Except as hereinafter provided, Lessee shall not sublet the Premises or any building built thereon or part thereof, or any right or privilege appurtenant thereto, nor permit nor suffer any party other than Lessee to use or occupy the Premises or any portion thereof without the prior written consent of Lessor, Lessee may not assign this Agreement or any of Lesseein Lessor's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, thatsole discretion, subject to any required the use of the Premises by the public. Any transfer, assignment, or subletting without the prior written consent of Lessor shall be void ab initio and shall at the option of Lessor terminate this Lease. Lessor's consent to a transfer, assignment, or subletting, or to any Ground Lessor but without use or occupancy by a party other than Lessee, shall not invalidate or constitute a waiver of this provision, and each subsequent use and occupancy by a party other than Lessee shall likewise be made only with the prior written consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may shall have the right, without Lessor's consent, to enter into Mortgages in favor lease/management or management agreements respecting the operation of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under Premises as long as any such Mortgage in a manner consistent with agreement expressly provides for its automatic expiration upon the provisions expiration or earlier termination of the Term of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLease.

Assignment and Subletting. Except as set forth in this Section 29, Tenant agrees for itself and its permitted successors and assigns that it will not (a) Without assign or otherwise transfer, mortgage or otherwise encumber this Lease or any of its rights hereunder; (b) sublet the Premises or any part thereof or permit the occupancy or use of the Premises or any part thereof by any person other than Tenant; and/or (c) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law (each of the events referred to in the foregoing clauses [a], [b] and [c] being hereinafter referred to as a "Transfer"), without the prior written consent of LessorLandlord in each instance first obtained, Lessee may which consent shall not assign be unreasonably denied, delayed, or withheld, and any consent given shall not constitute a consent to any subsequent Transfer. If Tenant is a partnership any change in the makeup of the partnership, whether voluntary or involuntary, which results in an ownership interest in the partnership of more than fifty percent (50%) being held by parties who were not partners as of the commencement of this Agreement Lease, or the dissolution of the partnership, shall be deemed a Transfer. Any attempt to Transfer without Landlord's consent shall not null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, sublessee, or occupant. No Transfer, regardless of whether Landlord's consent has been granted or withheld, shall be deemed to release Tenant from any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder or to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)alter, from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased impair or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, release the obligations of Lessee under this Agreement with respect to any person guaranteeing the Sites that are the subject obligations of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionTenant hereunder.

Assignment and Subletting. Resident shall not sublet, sell, assign, or otherwise transfer, voluntarily or by operation of law, this Sublease Agreement (a) Without or Resident’s rights or interests hereunder), the Premises, the Residence, or any portion of such rights or interests without the Landlord’s prior written consent; provided, however, that after proper application and upon Landlord’s written consent, a Resident may be authorized to transfer his or her interest in the Residence to a member of Resident’s “immediate family” for no consideration. Landlord reserves the right to either approve or deny any application to a member of a Resident’s “immediate family”. For purposes of this Sublease, “immediate family” shall be defined as Resident’s parents, spouse, and children. Except as otherwise authorized in this Sublease, and in the Rules regarding the annual or vacation rental of Residences, Resident shall not permit any other person to occupy the Premises without the prior written consent of Lessor, Lessee Landlord. Landlord’s consent as may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any be required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee hereunder may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that withheld in the case sole and absolute discretion of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentLandlord, with or without cause. In the case event one or more of the foregoing occurs, without Landlord’s consent, such shall be an assignment event of this Agreement default and the Landlord, in connection with any transaction described addition to all rights herein granted, or at law or in clause equity, shall have the option of terminating the Sublease upon thirty (B30) above (other than an assignment days written notice to Resident and/or the assignee. In the event Resident is a GSI Financing Subsidiary in which case pursuant to Section 41(d)partnership, from and after execution corporation, limited liability company, or similar entity, the transfer of a Severance Leasemajority ownership interest therein, Lessee however accomplished, shall be released from all obligations with respect to deemed as transfer hereunder requiring the Sites that are leased or pre-leased under such Severance Lease)Landlord’s prior written approval, Lessee will not which may be released from, and will remain fully and completely liable for payment and performance of, all withheld in its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsole discretion.

Assignment and Subletting. Tenant may sublet or permit the Premises or any part thereof (aexcluding the roof area or portions thereof) Without to be used or occupied by others, only with the prior written consent of LessorLandlord in each instance, Lessee may which consent shall not assign be unreasonably withheld, conditioned or delayed, and any such sublease, or permission for occupancy without such consent shall be voidable at the option of Landlord. If this Agreement Lease is assigned, or if the Premises or any of Lessee's rights under this Agreement in whole part thereof is sublet or in partoccupied by any party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated byoccupant, and subject apply the net amount collected to the applicable terms and provisions ofrent herein reserved, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of but no such assignment, and Lessor and Sprint Collocator will look only and solely subletting, occupancy or collection shall be deemed a waiver by Landlord of Tenant's default, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant set forth herein. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant, the assignee or the subtenant from obtaining the express consent in writing of Landlord to any further assignment or subletting or to release Tenant from any liability, whether past, present, or future, under this Lease or from any liability under this Lease because of Landlord's failure to give notice of default by Tenant (or by the assignee or subleases pursuant to the Person that is assumption agreement described below) under any of the Qualifying Lessee Transferee terms, covenants, conditions, provisions or agreements or this Lease. A transfer of Lessee's interest control of Tenant shall be deemed an assignment under this Agreement as Lease and shall be subject to such Sites for performance of all of Lessee's duties and obligations under the provisions of this Agreement with respect Article, including but not limited to such Sites from and after the date requirement of obtaining Landlords prior written consent, unless Tenant at the time of the assignmentproposed transfer is then a publicly held corporation. Notwithstanding the foregoing, Lessee may enter into Mortgages no consent shall be required for an assignment or subletting by Tenant to any subsidiary of Tenant, its affiliate or related company. Furthermore, Tenant shall retain any profits, which result from an assignment or sublease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay rent and to perform all its other obligations under this Lease unless otherwise agreed by the parties in favor writing. Moreover, Tenant shall indemnify and hold Landlord harmless for any acts or omissions by an assignee or subtenant. Each transferee, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent and for the due performance of all of Tenant's obligations under this Lease. No transfer shall be binding upon Landlord unless any Lessee Lenderdocument memorializing the transfer is delivered to Landlord and, if the transfer is an assignment or sublease, both the assignee/subtenant and Tenant deliver to Landlord an executed document which contains: (i) a covenant of assumption by the assignee/subtenant, and (ii) an indemnification agreement by Tenant, both reasonably satisfactory in which case the Lessee Lender with respect thereto will have the right substance and form to exercise remedies under any such Mortgage in a manner Landlord and consistent with the provisions requirements of this Agreement and Article; provided that, the failure of the assignee/subtenant or Tenant to execute the instrument of assumption shall not release either from any obligation under this Lease. The acceptance by Landlord of any payment due under this Lease from any other agreement between Lessee, Lessor and Sprint Collocator made in connection with person shall not be deemed to be a waiver by Landlord of any provision of this transactionLease or be a consent to any transfer. Consent by Landlord to one or more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease.

Assignment and Subletting. (a) Without So long as no Event of Default shall have occurred and be continuing, Tenant may sublet the prior written consent Premises (including, but not limited to, subleases to affiliates of Lessor, Lessee may not assign this Agreement or any of LesseeTenant) and in connection therewith cause such sublessee to perform Tenant's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Siteobligations hereunder; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessorhowever, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and each such sublease shall expressly be made subject to the applicable terms and provisions ofhereof, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee the term of any subletting shall not extend beyond the Term of this Lease, (iii) no sublease shall affect or reduce any obligation of the Tenant or right of the Landlord hereunder, (iv) all obligations of the Tenant hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, as though no subletting had been made and (v) so long as a Loan is outstanding, Tenant may (A) assign this Agreement in whole or in part not sublet the Premises to any Qualifying Lessee Transferee entity unaffiliated with Tenant if the aggregate rentable square feet covered by such sublease and all other subleases to entities unaffiliated with Tenant exceeds ten percent of the total rentable square feet in the Improvements (except with Lender's written consent which shall not be unreasonably withheld). Neither this Lease nor the term hereby demised shall be mortgaged or (B) assign all pledged by Tenant, nor shall Tenant mortgage or pledge its interest in any sublease of any portion of its rights with respect to a Site to an Affiliate of Lessee the Premises or (C) enter into the Severed Leases rentals payable thereunder. Any such mortgage or pledge, any sublease made other than as contemplated expressly permitted by this Section 41; provided that in the case of the transactions described in clauses (A) 4.1, and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an any assignment of this Agreement in connection with any transaction described in clause (B) above (Tenant's interest hereunder made other than an assignment to a GSI Financing Subsidiary in which case pursuant to as expressly permitted by this Section 41(d)4.1, from and shall be void. Tenant shall, within 10 days after the execution of any sublease, deliver a Severance Lease, Lessee shall be released from all obligations with respect conformed copy thereof to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, Landlord and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. 12.1 (a) Without the prior written consent of Lessor, Lessee may Tenant shall not assign this Agreement Lease (which assignment may only be in its entirety) or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of sublet all or any portion of any Site; provided, that, subject to any required the Premises without Landlord’s prior consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will which shall not be released fromunreasonably withheld, and will remain fully and completely liable forconditioned or delayed. Notwithstanding the foregoing, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) Tenant shall have the right without Landlord’s prior consent to assign this Agreement Lease in whole its entirety or in part to any Qualifying Lessee Transferee or (B) assign sublet all or any portion of its rights the Premises to: (i) any corporation, limited liability company or partnership into or with which Tenant may be merged or consolidated; (ii) any corporation, limited liability company or partnership which shall be an affiliate, subsidiary, parent or successor of Tenant; (iii) any company or person who is a joint venturer or partner with Tenant in the use and operation of the Project; (iv) any Vendor/Partner (such Transfers to a Vendor/Partner, a “Vendor Transfer”, and each, of the foregoing, a “Permitted Transfer” and any such transferee, a “Permitted Transferee”); provided that: (x) with respect to a Site to an Affiliate Vendor Transfer, Tenant notifies Landlord of Lessee or any Permitted Transfer at least fifteen (C15) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) days prior thereto and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to any other Permitted Transfer, Tenant notifies Landlord of such Transfer within fifteen (15) days thereafter; (y) except for a Permitted Transfer in which Tenant is the Sites surviving entity, the assignment or subletting is by written agreement and a copy thereof is provided by Tenant to Landlord at least fifteen (15) days thereafter; and (z) any assignment or subletting shall not release Tenant from any of the terms, covenants, conditions or provisions of this Lease. Landlord specifically acknowledges that are leased or pre-leased under Tenant may convert its structure into any other type of structure as may be permitted by Laws, and in any such Severance Lease)event, Lessee will the conditions of clauses (x) through (z) shall not apply and Landlord’s consent shall not be released fromrequired. The sale, issuance or transfer of Tenant’s stock or other equityholders interest shall not, under any circumstances, be deemed an assignment or other transfer of this Lease or the Premises. By way of example and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transfereewithout limitation, the obligations of Lessee under this Agreement with respect parties agree it shall not be unreasonable for Landlord to withhold consent if, as reasonably determined by Landlord: (a) the Sites that are proposed assignee or subtenant would use the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites Premises or Improvements for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage a purpose or in a manner which is not in strict conformity with all of the requirements of this Lease or (b) the business reputation or character of the proposed assignee or subtenant is not consistent with the provisions operation of this Agreement the Site as a first class office, science and technology park. Furthermore, notwithstanding anything in the Lease to the contrary, under no circumstances shall Tenant sublet all or any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionportion of the Premises or the Improvements to any party which is not a Vendor/Partner.

Assignment and Subletting. (a) Without the prior written consent of LessorExcept as herein provided, Lessee Tenant may not assign this Agreement or any of Lessee's rights under this Agreement lease in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of nor sublet all or any portion of any Site; providedthe Premises, thatwithout the prior written consent of Landlord in each instance, subject which shall not be unreasonably withheld or delayed and shall be deemed granted if not given or denied in writing within thirty (30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall not be required if such assignment or sublease is from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, if any. The consent by Landlord to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license assignment or otherwise make available Available Space to Tower Subtenant for the purpose subletting shall not constitute a waiver of the installationnecessity for such consent to any subsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against any assignment or subleasing is by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord by its acceptance hereof acknowledges that Tenant may mortgage or collaterally assign its interest in and maintenance to this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any subsidiary or affiliate of Communications Equipment as contemplated by, Tenant. Tenant shall remain fully liable on this Lease and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will shall not be released fromfrom performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and will remain fully all right and completely liable forinterest of the Landlord in this Lease, payment and performance may be conveyed, assigned or encumbered at the sole discretion of all of its dutiesthe Landlord at any time. In addition, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole notwithstanding the foregoing to the contrary, Tenant shall have the right to license or in part to any Qualifying Lessee Transferee or (B) assign sublet all or any portion of its rights with respect the Premises to a Site physician, physician group, professional corporation or other entity licensed to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that practice medicine in the case State of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased Arizona or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoingother individuals or entities providing health-related services, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionwithout first obtaining Landlord’s prior consent.

Assignment and Subletting. Sublessee may not assign this Sublease, sublet the Subleased Premises, transfer any interest of Sublessee therein or permit any use of the Subleased Premises by another party (a) Without collectively, “Transfer”), without the prior written consent of Sublessor, which shall not be unreasonably be withheld, conditioned or delayed, and Master Lessor. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. Sublessee acknowledges that the Master Lease contains a “recapture” right in Section XII(B), Lessee and that Sublessor may withhold consent to a proposed Transfer in its sole discretion unless Master Lessor confirms in writing that the recapture right does not assign this Agreement apply to the Subleased Premises or otherwise waives such right. Sublessor’s waiver or consent to any assignment or subletting shall be ineffective unless set forth in writing, and Sublessee shall not be relieved from any of Lessee's rights its obligations under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without Sublease unless the consent of Lessorexpressly so provides. Sublessee shall have the right, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of if Sublessor notifies Sublessee that it is exercising its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case recapture right pursuant to Section 41(d), from and after execution XII(B) of a Severance the Master Lease, Lessee shall be released from all obligations with respect to notify Sublessor in writing that Sublessee is rescinding its request for consent to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations Transfer within five (5) days after receipt of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee LenderSublessor’s exercise, in which case this Sublease shall remain unmodified and in full force and effect. Any Transfer shall be subject to the Lessee Lender with respect thereto will have terms of Section XII of the right Master Lease to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionextent incorporated herein.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of LessorLandlord, Lessee may which shall not assign be unreasonably withheld, conditioned or delayed as provided in this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, Section 15: (i) Lessee may leaseassign, subleasemortgage, license pledge, encumber or otherwise make available Available Space to Tower Subtenant for transfer (collectively, “transfer”) this Lease, the purpose of the installationterm or estate hereby granted, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement)or any interest hereunder; (ii) Lessee permit the Premises or any part thereof to be utilized by anyone other than Tenant (whether as concessionaire, franchisee, licensee, permittee or otherwise), except that Tenant may use no more than 25% of the Premises for shared office uses (Aby any other person or individual that has a business relationship with Tenant) assign this Agreement in whole without such shared office uses constituting a sublease hereunder or in part to any Qualifying Lessee Transferee requiring Landlord’s consent; or (Biii) assign all except as hereinafter provided, sublet or offer or advertise for subletting the Premises or any portion part thereof. Any such transfer, utilization, sublease or offer to sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default. For purposes of this Section 15, Tenant’s merger or consolidation with any other entity, or the collective issuance, sale or transfer of more than 50% of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases equity interests as contemplated by Section 41; provided that in the case of the transactions described Lease Date (other than a transfer of stock in clauses (A) and (B) connection with a financing or IPO or other transaction that does not reduce the net worth of Tenant from its net worth immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of preceding such assignment. In the case of transfer), is an assignment of this Agreement in connection with any transaction described in clause (BLease. Notwithstanding the foregoing and Sections 15(b) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(dand 15(c), from and after execution of Tenant may assign this Lease or sublet the Premises or a Severance Leaseportion thereof, Lessee shall be released from all obligations without Landlord’s consent, but with respect prior written notice, to the Sites that are leased following (together, “Permitted Transferee”): (I) any corporation, partnership or pre-leased other entity which controls, is controlled by or is under such Severance Leasecommon control with Tenant; (II) any corporation, partnership or other entity, resulting from the merger or consolidation with Tenant; or (III) any person or entity which acquires all of the assets of Tenant’s business as a going concern, provided that, in all cases (I), Lessee will not be released from(II) and (III), and will remain fully and completely liable for payment and performance of(A) the assignee or subtenant assumes, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transfereein full, the obligations of Lessee Tenant under this Agreement with respect to Lease, (B) Tenant remains fully liable under this Lease, (C) the Sites that are the subject use of the assignment will cease and terminate to Lease by such transferee conforms with the extent requirements of such assignmentthis Lease, and Lessor and Sprint Collocator will look only and solely (D) the proposed transferee shall have a net worth which is comparable to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement Tenant as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment or subletting request or $2,000,000.00, whichever is lesser. Provided that Tenant is a corporation, and (x) the stock of Tenant is traded on a national exchange, the transfer of stock in Tenant shall not be considered an assignment. Notwithstanding , sublease or transfer under the foregoingLease, Lessee may enter into Mortgages in favor or (y) the stock of any Lessee LenderTenant is not traded on a national exchange, the collective transfer of 50% or less of such stock shall not be considered an assignment, sublease or transfer under this Lease, provided further that, in which case all cases (x) and (y), such transfer (together with all other transfers during the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage Term) does not result in a manner consistent with the provisions change in control of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionTenant.

Assignment and Subletting. (a) Without the Tenant agrees that it will not, by agreement, operation of law or otherwise, without Landlord’s prior written consent of Lessorconsent, Lessee may not assign this Agreement (i) assign, transfer, or any of Lessee's rights under this Agreement encumber the Lease, in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (iii) Lessee may lease, subleasesublet, license or otherwise make available Available Space permit others to Tower Subtenant for occupy the purpose of the installationPremises, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part (all of the foregoing in clauses (i) and (ii) being referred to as a “Transfer”). Landlord shall base its decision on consent to a Transfer upon, among other factors, the credit-worthiness, use, and reputation of the proposed transferee, assignee, sublessee, licensee or other occupant (a “Transferee”), and Landlord agrees that it will not arbitrarily withhold its consent. No Transfer shall relieve or release Tenant from any Qualifying Lessee liability or obligation under this Lease (and the transferring Tenant shall continue to have primary liability under this Lease, jointly and severally with the Transferee), nor shall any Transfer relieve or release any guarantor from any liability or obligation under any guaranty of this Lease. Tenant hereby acknowledges that among other reasons and factors, Landlord's disapproval of any proposed Transfer shall be deemed valid and final if based upon any or all of the following factors: (i) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term, or would result in any sublease premises or the remainder of the Premises (i.e., that not subleased) not having direct access to a Building common area corridor in manner which complies with applicable code; (ii) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iii) the proposed Transferee is an existing tenant of the Building or is negotiating with Landlord; (iv) the proposed Transferee is a governmental entity; (v) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (vi) the use of the Premises by the Transferee (A) is not permitted by the use provisions hereof, or (B) assign all or violates any portion of its rights with respect exclusive use granted by Landlord to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that another tenant in the case of the transactions described in clauses Building (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent such exclusive is disclosed to Tenant); (vii) the Transfer would result in significant increase in the use of such assignmentthe parking areas or Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (viii) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (ix) the Transferee is not in Landlord's opinion of reputable or good character or consistent with Landlord's desired tenant mix; or (x) the Transferee is a real estate developer or landlord or is acting directly or indirectly on behalf of a real estate developer or landlord. In Tenant further agrees that if it intends to Transfer the case entire Premises, it will first notify Landlord in writing and Landlord shall have fifteen (15) days to notify Tenant that Landlord, at its option may accept a surrender of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary the Premises, in which case pursuant to Section 41(d), event Landlord shall release Tenant from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities any further liability under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites Lease from and after the date the Premises are surrendered. Tenant agrees to pay Landlord a minimum fee of $500.00, plus any reasonable out-of-pocket costs incurred by Landlord, for services rendered in respect to each request for consent to a Transfer. Any Transfer without Landlord’s prior written consent shall be a Default under this Lease, and at Landlord’s sole option, be deemed void. Any Transfer to which Landlord consents shall not be effective until the Transferee executes an acknowledgement of Landlord’s consent to the Transfer, assignment or subletting on Landlord’s standard form, and unless Landlord’s otherwise agrees, any such Transfer shall be on Landlord’s standard form therefor. Consent to any Transfer shall not be deemed a consent to any subsequent Transfer. In the event of any Transfer (provided Landlord has not accepted a surrender of the assignmentPremises), any rent that Tenant receives in excess of the Rent per Article 3 shall be split 50/50 between Landlord and Tenant. Notwithstanding For the purposes of the foregoing, Lessee may enter into Mortgages any transfer, direct or indirect (e.g., through transfer of ownership interests in favor the ownership entity or further upstream entity) of any Lessee Lenderthe ownership interests in Tenant (whether stock, partnership interests or membership interests or other), whether in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in one or more successive transfers, of either (i) a manner consistent with the provisions of this Agreement and any other agreement between Lesseecontrolling interest, Lessor and Sprint Collocator made in connection with this transactionor (ii) more than twenty-five percent (25%) interest, shall be deemed an assignment.

Assignment and Subletting. (a) Without the prior written consent of LessorExcept as herein provided, Lessee Tenant may not assign this Agreement or any of Lessee's rights under this Agreement lease in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of nor sublet all or any portion of any Site; providedthe Premises, thatwithout the prior written consent of Landlord in each instance, subject which shall not be unreasonably withheld or delayed and shall be deemed granted if not given or denied in writing within thirty (30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall not be required if such assignment or sublease is from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, if any. The consent by Landlord to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license assignment or otherwise make available Available Space to Tower Subtenant for the purpose subletting shall not constitute a waiver of the installationnecessity for such consent to any subsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may mortgage or collaterally assign its interest in and maintenance to this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any subsidiary or affiliate of Communications Equipment as contemplated by, Tenant. Tenant shall remain fully liable on this Lease and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will shall not be released fromfrom performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and will remain fully all right and completely liable forinterest of the Landlord in this Lease, payment and performance may be conveyed, assigned or encumbered at the sole discretion of all of its dutiesthe Landlord at any time. In addition, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole notwithstanding the foregoing to the contrary, Tenant shall have the right to license or in part to any Qualifying Lessee Transferee or (B) assign sublet all or any portion of its rights with respect the Premises to a Site physician, physician group, professional corporation or other entity licensed to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that practice medicine in the case State of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased Florida or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoingother individuals or entities providing health-related services, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionwithout first obtaining Landlord’s prior consent.

Assignment and Subletting. (a) Without Lessee shall not assign this Lease, or any interest therein, and shall not sublet the prior said Premises or any part thereof, or any right or privilege appurtenant thereto, or cause any other person or entity, to occupy or use the Premises, or any portion thereof, without the advance written consent of Lessor. Notwithstanding the above, Lessee may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in partmay, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, assign this Lease or sublet all or any part of the Premises to a bona fide subsidiary or affiliate of Lessee, an entity in which or with which Lessee merges or an entity which acquires all or substantially all of the assets of Lessee (“Excepted Party”). Any such assignment or subletting requiring Lessor’s consent made without Lessor’s consent shall be void, and shall, at the option of the Lessor, terminate this Lease. This Lease shall not, or shall any interest therein, be assignable, as to the interest of Lessee, by operation of law, without the written consent of Lessor. Notwithstanding Lessor’s obligation to provide reasonable approval, Lessor reserves the right to withhold its consent for any proposed sublessee or assignee of Lessee if the proposed sublessee or assignee is a user or generator of Hazardous Materials. If Lessee desires to assign its rights under this Lease or to sublet all or any part of the Premises to a party other than an Excepted Party, Lessee shall first notify Lessor of the proposed terms and conditions of such assignment or subletting. Lessor, at its sole option, shall have the right (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable enter into a direct Lessor-lessee relationship with such party under such proposed terms and provisions ofconditions, this Agreement (and in such which event Lessee will not shall be released from, and will remain fully and completely liable for, payment and performance of all relieved of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of the Lessor-lessee relationship entered into between Lessor and such assignment. In third party, or (ii) to terminate the case Lease and relieve Lessee of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and all Lease obligations occurring after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject termination of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignmentLease. Notwithstanding the foregoing, Lessee may enter into Mortgages assign this Lease to an Excepted Party, provided there is no substantial reduction in favor the net worth of the resulting guarantor. Whether or not Lessor’s consent to a sublease or assignment is required, in the event of any sublease or assignment, Lessee Lendershall be and shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in which case the event of a default by an assignee or sublessee, Lessor may proceed directly against the original Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and hereunder and/or any other agreement between predecessor of such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. If Lessee merges or sells substantially all of its assets and the net worth of the resulting entity is substantially less than that of Lessee, Lessor and Sprint Collocator made in connection with such sale shall be a default under this transactionLease unless approved by Lessor.

Assignment and Subletting. (a) Without Lessee shall not assign this Lease, or any interest therein, and shall not sublet the prior said Premises or any part thereof, or any right or privilege appurtenant thereto, or cause any other person or entity, to occupy or use the Premises, or any portion thereof, without the advance written consent of LessorLessor whose consent shall not unreasonably be withheld or delayed. Notwithstanding the above, Lessee may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in partmay, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole Lease or in part to any Qualifying Lessee Transferee or (B) assign sublet all or any portion part of the Premises to a bona fide subsidiary or affiliate of Lessee, an entity in which or with which Lessee merges or an entity which acquires all or substantially all of the assets of Lessee, or (ii)a sublease of all or any part of the Premises for a term including all renewals and extensions of three or less years (“Excepted Party”). Any such assignment or subletting requiring Lessor’s consent made without Lessor’s consent shall be void, and shall, at the option of the Lessor, require that Lessee promptly terminate such assignment or sublease and return the Lease and Premises to its status immediately prior to such assignment or sublease. Except as expressly set forth herein, this Lease shall not, or shall any interest therein, be assignable, as to the interest of Lessee, by operation of law, without the written consent of Lessor. If Lessee desires to assign its rights with respect under this Lease or to sublet all or any part of the Premises for a term including all extension and renewal periods of greater than three years to a Site to party other than an Affiliate of Excepted Party, Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case shall first notify Lessor of the transactions described in clauses proposed terms and conditions of such assignment or subletting and Lessor shall have up to five (A5) and (B) immediately above the assignee of Lessee must assume and agree to perform all business days following receipt of Lessee's obligations hereunder ’s notification to deliver Lessor’s written consent. Lessor’s failure to timely object in writing to such sublease or assignment shall constitute Lessor’s consent thereto. Lessee and Lessor shall split equally (50/50) the extent of such assignment. In Bonus Rent, as hereafter defined, actually received by the case of an assignment of this Agreement Lessee in connection with any transaction described in clause (B) above (subletting or assignment to a party other than an Excepted Party. As used herein “Bonus Rent” shall mean the monetary consideration received by the Lessee for the subleasing of the sublet premises or the assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance this Lease, less the amounts that remain payable by the Lessee shall be released from all obligations under this Lease with respect to the Sites affected portions of the Premises, less reasonable out of pocket broker and attorney costs associated with the transaction, and less the cost that are leased or pre-leased Lessee is required to incur to perform its obligations under such Severance Lease)sublease or assignment, Lessee will not be released fromincluding without limitation, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, improvement costs amortized over the obligations of Lessee under this Agreement with respect to the Sites that are the subject term of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the sublease or assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages assign this Lease to an Excepted Party, provided there is no substantial reduction in favor the net worth of the resulting guarantor. Whether or not Lessor’s consent to a sublease or assignment is required, in the event of any sublease or assignment, Lessee Lendershall be and shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in which case the event of a default by an assignee or sublessee, Lessor may proceed directly against the original Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and hereunder and/or any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionpredecessor of such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee.

Assignment and Subletting. Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (a) Without nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of LessorLandlord in each instance. If this Lease is assigned, Lessee may not assign this Agreement or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises or Tenant's personal property are encumbered (whether by operation of Lesseelaw or otherwise) without Landlord's rights consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Agreement Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in whole any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or in part, subletting. In no event shall any permitted subtenant assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to a Site to an Affiliate of Lessee be used or (C) enter into the Severed Leases as contemplated occupied by Section 41; provided that others, without Landlord's prior written consent in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmenteach instance. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such Any assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee sublease, mortgage, pledge, encumbrance or transfer in contravention of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionArticle 13 shall be void.

Assignment and Subletting. Lessee shall not assign this Lease or sublease any portion of the Leased Property without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to any subletting or assignment, provided that (a) Without the prior written consent of Lessor, Lessee may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transfereesubletting, the obligations of Lessee under this Agreement with respect to sublease and the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent sublessee shall comply with the provisions of this Agreement Article XXIV, (b) in the case of an assignment, the assignee shall assume in writing and any agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the other agreement between Lesseedocuments executed in connection herewith. Notwithstanding anything contained herein to the contrary, Lessor and Sprint Collocator made Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described on EXHIBIT C attached hereto (collectively the "Existing Subleases"). Any modifications, amendments and restatements of the Existing Subleases must be approved by Lessor in connection accordance with this transactionArticle XXIV. Notwithstanding anything contained herein to the contrary, any proposed assignee of Lessee and any proposed sublessee or subtenant must each have an equal or stronger credit rating than the Lessee on the Commencement Date. Lessor's failure or refusal to approve an assignment to an assignee or a subletting to a sublessee or subtenant without the required credit rating shall be reasonable.

Assignment and Subletting. Except as expressly provided below, Tenant shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (athe employees, agents, servants and invitees of Tenant excepted) Without to occupy or use the prior said Premises, or any portion thereof, without the written consent of LessorLandlord first had and obtained, Lessee may which consent shall not assign this Agreement be unreasonably withheld, conditioned or delayed, and a consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void, and shall, at the option of Lessee's rights the Landlord, constitute a default under this Agreement Lease. Notwithstanding anything to the contrary herein, Tenant may, upon written notice to Landlord, but without the consent of Landlord, (i) transfer (by assignment or sublease, in whole or in part) this Lease to any parent or affiliate of Tenant or to a wholly owned subsidiary of Tenant, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may transfer (A) assign this Agreement by assignment or sublease, in whole or in part part) this Lease to any Qualifying Lessee Transferee person or (B) assign entity acquiring, by asset or stock purchase, merger, consolidation or liquidation, all or any portion substantially all of its rights with respect to a Site to an Affiliate of Lessee Tenant's assets or (C) enter into the Severed Leases as contemplated by Section 41; voting stock, provided that such person or entity assumes in writing the case obligations of Tenant under this Lease ("Permitted Transfer"). If Tenant realizes any rent or other consideration under any such assignment, subletting or occupancy (other than a Permitted Transfer) in excess of the transactions described in clauses (A) Base Rent and (B) immediately above other sums payable hereunder, after amortization of the assignee of Lessee must assume reasonable costs incurred by Tenant for leasing commissions and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement leasehold improvements in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)such assignment, from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to subletting or occupancy over the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent term of such assignment, and Lessor and Sprint Collocator will look only and solely subletting or occupancy, Tenant shall pay to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date Landlord 50% of the excess Base Rent promptly upon receipt by Tenant. Landlord may charge a reasonable fee not to exceed $1,000 as part of its consent to any assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lendersublease, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionor encumbrance.

Assignment and Subletting. (a) Without Tenant covenants and agrees that neither this Lease nor the prior written consent Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of Lessor, Lessee may not assign this Agreement any act or any omission on the part of Lessee's rights under this Agreement in whole or in partTenant, or sublease used or grant concessions occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses or other rights for and the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (ilike) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part without Landlord's consent which will not be unreasonably withheld or delayed. The foregoing restrictions shall not be applicable to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with Lease or a subletting of the Premises by Tenant to any transaction described in clause of the following parties (B) above (other than an assignment collectively called the "Related Occupants"): a subsidiary wholly-owned by Tenant or to a GSI Financing Subsidiary in controlling corporation, the stock of which case pursuant is wholly-owned by the stockholders of Tenant, to Section 41(d)any Affiliate of Tenant, from and after execution to any purchaser of all or substantially all of Tenant's business or to any successor of Tenant by merger or consolidation provided, however, that any such Affiliate, purchaser or successor shall have a Severance Leasenet worth not less than that of Tenant immediately prior to such merger, Lessee consolidation or purchase. It shall be released a condition of the validity of any assignment, whether with the consent of Landlord or to a subsidiary or controlling corporation, that the assignee agree directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from all its obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, hereunder and will Tenant shall remain fully and completely primarily liable for payment and performance oftherefor. Notwithstanding anything to the contrary contained herein, all its duties, obligations and liabilities under this Agreement. Upon Landlord shall be entitled to collect (i) one hundred (100%) percent of any profit related to any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLease and (ii) fifty (50%) percent of any rent, income or profit derived from any sublease of any portion of the Premises in excess of Tenant's Base Subleasing Profit.

Assignment and Subletting. (a) Without CONSENT REQUIRED Subtenant shall not voluntarily or by operation of law or otherwise, assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Subtenant's interest in this Sublease or in the Subleased Premises, without the prior written consent of LessorOverlandlord if required by the Xxxxxxxxx, Lessee may and the prior written consent of the Sublandlord which shall not assign this Agreement be unreasonably withheld or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, delayed subject to any required consent rights of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that recapture contained in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of Xxxxxxxxx or this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignmentSublease. Notwithstanding the foregoing, Lessee Sublandlord may enter into Mortgages in favor condition its consent on, among other things, Subtenant constructing Demising Walls (as hereinafter defined) between the Overleased Premises and the Subleased Premises. In addition, Sublandlord and Subtenant agree that no sub-subtenant or assignee of Subtenant shall be permitted access to or use of any Lessee Lenderof the "Shared Space and Equipment" described in Section 49 of this Sublease or entitled to receive any of the services described in Section 52 of this Sublease. In addition, it shall not be deemed unreasonable if Sublandlord denies consent to any assignment or sublet to any entity which is a competitor of Sublandlord or any entity which is an affiliate or under common control of any entity which is a competitor of Sublandlord. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Sublease. No consent to any assignment or sublease shall be deemed a consent to any further or future assignment or subletting. Any amounts payable by any permitted assignee pursuant to such assignment, or by any permitted subtenant pursuant to such sublease, in which case excess of the Lessee Lender with respect thereto will have Rent payable under this Sublease shall be paid to the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionSublandlord.

Assignment and Subletting. (a) Without Lessee, for and in consideration of this Lease and the prior written consent demise of Lessorthe said premises, hereby agrees and covenants with Lessor that neither Lessee may not nor Lessee's heirs, personal representatives, assigns, or successors in interest shall assign this Agreement Lease or any of Lessee's rights under this Agreement sublet the said demised premises, in whole or in part, or sublease or grant concessions or licenses or other rights for without first obtaining the occupancy or use written consent of all Lessor therefor: that no assignment of this Lease or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose subletting of the installationsaid demised premises, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part part, shall be valid, except by and with the written consent of Lessor first obtained; that the consent of Lessor to any Qualifying Lessee Transferee such assignment or (B) assign all or any portion of its rights with respect subletting shall not operate to a Site to an Affiliate of discharge Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to heirs, personal representatives, assigns, or successors in interest from their liability upon the extent of such assignment. In the case of an assignment agreements and covenants of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease)and Lessee, Lessee will not be released fromLessee's personal representatives, assigns, and will successors in interest shall remain fully and completely liable for payment the full and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for complete performance of all the terms, conditions, covenants, and agreements herein contained as principals and not as guarantors or sureties, to the same extent as though no assignments or sublease had been made; that any consent of Lessee's duties Lessor to any such assignment or subletting shall not operate as a consent to further assignment or subletting or as a waiver of this covenant and obligations under this Agreement with respect to agreement against assignment and subletting; and that the following any such Sites from and after assignment or subletting, the date assignee and/or sublettee shall be bound by all of the assignment. Notwithstanding terms, conditions, covenants, and agreements herein contained including the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactioncovenant against assignment or subletting.

Assignment and Subletting. (a) Without 10.1 Neither this Lease nor any part hereof, nor the interest of Tenant in any sublease or the rentals thereunder shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant’s legal representatives or successors in interest, and neither the Premises, nor any part thereof, nor any of Tenant’s Property shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized by anyone other than Tenant, without the prior written consent of LessorLandlord. A transfer of more than 50% in interest of Tenant (whether stock, Lessee may not assign this Agreement partnership interest or any otherwise), whether in a single transaction or a series of Lessee's rights under this Agreement in whole related or in partunrelated transactions, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not shall be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of deemed an assignment of this Agreement Lease. Any assignment, sublease, mortgage, pledge, encumbrance or transfer by Tenant in connection with contravention of this Article X shall be void. If this Lease be assigned, or if the Premises or any transaction described in clause (B) above (part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after the occurrence of an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)Event of Default, collect rent from the assignee. subtenant or occupant, and after execution of a Severance Lease, Lessee shall be released from all obligations with respect apply the net amount collected to the Sites that are leased or pre-leased under such Severance Lease)Rent, Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of but no such assignment, and Lessor and Sprint Collocator will look only and solely to subletting, occupancy or collection shall be deemed a waiver of this covenant, or an acceptance of the Person that is the Qualifying Lessee Transferee of Lessee's interest assignee, subtenant or occupant as tenant under this Agreement as Lease, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to such Sites for performance an assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent of all of Lessee's duties and obligations under this Agreement with respect Landlord to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionfurther assignment or subletting.

Assignment and Subletting. (a) Without 17.1 Subject to the terms of Section 17.8 below, Tenant shall not, without the prior written consent of LessorLandlord, Lessee may which consent shall not assign be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Agreement Lease or any transfer by operation of Lessee's rights under law): (a) assign, convey, mortgage or otherwise transfer this Agreement in whole Lease or in partany interest hereunder, or sublease the Premises, or grant concessions any part thereof, whether voluntarily or licenses by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other rights for surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the occupancy or use option of Landlord, terminate all or any portion existing sublease or may, at the option of any Site; providedLandlord, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment operate as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary Landlord of Tenant’s interest in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from any or all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsubleases.

Assignment and Subletting. (a) Without Tenant shall not (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the prior Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining the written consent of LessorLandlord, Lessee which consent may not assign this Agreement or any be unreasonably withheld, except that a transfer to a wholly owned subsidiary of Lessee's rights under this Agreement VCG shall not require advance approval. The transfer of more than five percent (25%) of the shareholder interest of Tenant, however accomplished, and whether in whole a single transaction or in parta series of related or unrelated transactions, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of deemed an assignment of this Agreement Lease or such sublease requiring the Landlord’s consent in connection with any transaction described in clause (B) above (each instance. Any assignment or subletting without such consent shall be void, and shall, at the option of Landlord, constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than an assignment to Tenant shall not be construed as a GSI Financing Subsidiary in which case pursuant to Section 41(d)consent or waiver by Landlord, from and after execution nor as a release of a Severance LeaseTenant, Lessee but the same shall be released from all obligations with respect taken to the Sites that are leased be a payment on account of Tenant. A consent to one assignment, subletting, occupation or pre-leased under such Severance Lease), Lessee will use by any other person shall not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon deemed to be a consent to any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such subsequent assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoingsubletting, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionoccupation or use by another person.

Assignment and Subletting. (a) Without Landlord may sell, transfer, convey, assign or otherwise dispose of the Leased Premises or any part thereof, or all or any part of its right, title or interest as Landlord under this Lease, without the prior written consent of LessorTenant, Lessee may not assign this Agreement provided that no such sale, transfer, conveyance, assignment or disposition shall be deemed to release or discharge the Leased Premises or any part thereof from the terms and conditions of Lessee's rights under this Agreement Lease, all of which shall continue in whole full force and effect with respect thereto, and further provided that such transferee or assignee agrees in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of writing to perform and be bound by all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installationterms, operation covenants and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment conditions of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations Lease with respect to the Sites that are leased Leased Premises or pre-leased under such Severance Lease)part thereof, Lessee will not be released fromor right, title or interest as Landlord hereunder, so transferred or assigned by Landlord, and such transferee or assignee agrees in writing to release and hold harmless the then current Landlord, which is currently Noblegene Development, LLC from any liability or obligation hereunder. Without limiting the forgoing, the transferee or assignee shall expressly agree in writing that it will remain honor and be bound by the obligations set forth in the last sentence of Section 4.6 to return to the Tenant after expiration of this Lease the Security Deposit or any remaining balance thereof which it shall have received from the prior owner of the Leased Premises if the Tenant has fully and completely liable for payment and performance of, faithfully complied with all its duties, obligations and liabilities under the terms of this AgreementLease. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject Any assignee or transferee of the assignment Landlord, upon written request, will cease provide Tenant with a subordination nondisturbance agreement or letter providing commercially subordination and terminate nondisturbance provisions as may be reasonably acceptable to the extent of such assignment, Landlord and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionTenant.

Assignment and Subletting. (a) Without Tenant agrees that it shall not assign, sublet, mortgage, hypothecate, or encumber this Lease, nor permit or allow the Premises or any part thereof to be used or occupied by others, without the prior written consent of Lessor, Lessee may Landlord in each instance which shall not assign this Agreement unreasonably be withheld or delayed. The actions described in the foregoing sentence are referred to collectively herein as "Transfers." If the Premises or any of Lessee's rights under this Agreement in whole part thereof be sublet or in partoccupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the subtenant or occupant as tenant, or a release of Tenant from the further performance hereunder by Tenant. The consent by Landlord to a Transfer shall not relieve Tenant from obtaining the Landlord's express written consent to any further Transfer. In no event shall any permitted sublessee assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance which shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Tenant shall have a one-time right to assign the entire Premises to a Site to an Affiliate of Lessee or company in which Tenant is a significant (Ci.e. more than 20%) enter into the Severed Leases as contemplated by Section 41; shareholder without Landlord's prior consent, provided that in (a) Tenant agrees that such assignment will not void the case personal guarantee which is attached to this Lease as EXHIBIT E and (b) Tenant shall provide to Landlord concurrently with such assignment reasonably satisfactory evidence of (i) Tenant's majority ownership of assignee and (ii) a financial strength on the part of such assignee which is at least equal to that of Tenant as of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment Commencement Date of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. (a) Without Tenant shall not either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant's leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees, or sublet the Premises or any portion thereof, without obtaining, in each such instance, Landlord's prior written consent. Any such assignment or other transfer or subletting shall be subject in each instance to the recapture option of Landlord set forth herein. Xxxxxxxx's consent shall not be unreasonably withheld for any proposed assignment, provided that substantially the same type, class, nature and quality of Lessorbusiness, Lessee may not assign merchandise, services, management and financial soundness of ownership is maintained and will continue to be furnished in a manner compatible with the high standards contemplated by this Agreement Lease and/ provided further, that none of the covenants, conditions or obligations imposed upon Tenant by this Lease, nor any of Lesseethe rights, remedies or benefits afforded Landlord by this Lease are thereby impaired or diminished. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not operate to exhaust Landlord's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses Article. The voluntary or other rights for surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the occupancy or use option of Landlord, terminate all or any portion existing subleases or subtenancies, or shall operate as an assignment to Landlord of such subleases or subtenancies. If Tenant is a corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any Site; providedstock or interest in such corporation, thatassociation or partnership in the aggregate in excess of forty-nine percent (49%) shall be deemed an assignment within the meaning and provisions of this Article. If Tenant desires at any time to assign this Lease or to sublet the Premises or any portion thereof, subject it shall first notify Landlord of its desire to any required consent of any Ground Lessor but without the consent of Lessor, do so and shall submit in writing to Landlord (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose name of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement)proposed subtenant or assignee; (ii) Lessee the nature of the proposed subtenant's or assignee's business to be carried on in the Premises; (iii) the terms and provisions of the proposed sublease or assignment; and (iv) such reasonable financial information as Landlord may request concerning the proposed subtenant or assignee. Any request for Xxxxxxxx's approval of a sublease or assignment shall be accompanied with a check in such reasonable amount as Landlord shall advise for the cost of review and/or preparation of any documents relating to such proposed transfer, but in no event less than $250.00. At any time within fifteen (A15) assign days after Xxxxxxxx's receipt of the information specified above, and provided that Landlord approves of the assignee, assignment, or sublet, Landlord may by written notice to Tenant elect to either (i) sublease the Premises or the portion thereof as shall be specified in said notice for its own account upon the same terms as those offered to the proposed subtenant or assignee, as the case may be; or (ii) terminate this Agreement Lease as to the portion (including all) of the Premises so proposed to be subleased or assigned with a proportionate abatement in whole the rent payable hereunder. If Landlord does not exercise either of these options within said fifteen-day period, Tenant may thereafter within ninety (90) days after the expiration of said fifteen-day period enter into a valid assignment or sublease of the Premises or portion thereof, upon the terms and conditions described in part the information required to be furnished by Tenant to Landlord hereunder, or other terms not less favorable to Tenant, subject, however, to Xxxxxxxx's consent as herein provided. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay the rent and perform all the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any Qualifying Lessee Transferee assignment or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsubletting.

Assignment and Subletting. (a) Without Landlord shall have the prior written consent of Lessor, Lessee may not right to transfer and assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, by operation of law or sublease otherwise, its rights and obligations hereunder whenever Landlord, in its sole judgment, deems it appropriate without any liability to Tenant, and Tenant shall attorn to any party to which Landlord transfers its rights and obligations hereunder or grant concessions the Building. Any sale, conveyance or licenses transfer of the Building or Project will operate to release Landlord from liability from and after the effective date of such sale, conveyance, transfer or assignment upon all of the covenants, terms and conditions of this Lease, express or implied, except for those liabilities that arose during such Landlord’s ownership of the Project prior to the effective date of such sale, conveyance, transfer or assignment. After such effective date, Tenant will look solely to Landlord’s successor in interest in and to this Lease. Tenant shall not assign, transfer, mortgage, pledge or otherwise encumber this Lease, or any interest herein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or permit any other rights for the occupancy party to occupy or use of all the Premises, or any portion of any Site; providedthereof, that, subject to any required without the prior written consent of any Ground Lessor but without the Landlord, which consent of Lessor, shall not be unreasonably withheld. Landlord’s consent shall not be considered unreasonably withheld if: (i) Lessee may lease, sublease, license the proposed subtenant’s or otherwise make available Available Space assignee’s financial responsibility or insurance does not meet the same criteria Landlord uses to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement)select comparable Building tenants; (ii) Lessee may the proposed subtenant’s or assignee’s business is not suitable for the Building considering the business of the other tenants and the Building’s prestige; (Aiii) assign this Agreement the proposed use is inconsistent with the Authorized Use permitted by Section 3; or (iv) the proposed subtenant or assignee is an occupant of the Building, or if the proposed subtenant or assignee, whether or not an occupant of the Building, is in whole discussions with Landlord regarding the leasing of space within the Building. Whether or in part not Landlord consents to any Qualifying Lessee Transferee proposed assignment or (B) assign all or subletting of any portion of its rights the Premises, Tenant shall timely pay Landlord’s review and processing fee of $750.00 (“Sublease/Assignment Processing Fee”) in addition to any reasonable professional fees (including, without limitation, legal, architectural, engineering, and consulting fees) incurred by Landlord in connection with respect such proposed assignment or subletting (“Sublease/Assignment Professional Fees”). The Sublease/Assignment Processing Fee shall be paid by Tenant simultaneously with each request by Tenant to assign or sublease any portion of the Premises. The Sublease/Assignment Professional Fees shall, at Landlord’s option, be paid by Tenant (a) prior to Landlord’s denial or execution of a Site consent to an Affiliate of Lessee the proposed assignment or subletting or (Cb) enter into the Severed Leases as contemplated by Section 41; provided that in the case within ten (10) days of Tenant’s receipt of an invoice from Landlord for such fees. Any subletting of the transactions described Premises or assignment of the Lease by Tenant in clauses (A) and (B) immediately above violation of the assignee provisions of Lessee must assume and agree this Section 38 shall constitute a Default. A “Change in Control” of Tenant shall be deemed for purposes of this Lease to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of constitute an assignment of this Agreement Lease by Tenant which shall require the consent of Landlord and entitle Landlord to exercise its options as provided hereunder. As used in connection with this Section, a “Change in Control” shall be deemed to have occurred when: (x) any person, after the date hereof, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting interests or equity interests of Tenant and immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting or equity interests representing 50% or more of the total voting interest or equity interest of all of the then-outstanding equity interests or voting interests of Tenant; (y) the stockholders, partners, members or other equity holders of Tenant shall approve a merger, consolidation, recapitalization, or reorganization of Tenant, or consummation of any such transaction described if equity holder approval is not sought or obtained; or (z) the stockholders, partners, members or other equity holders of Tenant shall approve a plan of complete liquidation of Tenant or an agreement for the sale or disposition by Tenant of all or a substantial portion of such entity’s assets (i.e., 50% or more of the total assets of such entity). If Tenant desires to assign this Lease or sublease the Premises, Tenant shall provide Landlord notice in clause writing at least sixty (60) days in advance of the date on which Tenant desires such assignment or sublease to take effect. Tenant’s notice shall include (A) the name and address of the proposed subtenant or assignee; (B) above the nature of the proposed subtenant’s or assignee’s business it will operate in the Premises; (other than C) the terms of the proposed sublease or assignment; and (D) reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee. Landlord shall, within thirty (30) days after receiving such information, give notice to the Tenant to (i) permit or deny the proposed sublease or assignment or (ii) terminate this Lease as to the space so affected as of the date specified in Tenant’s notice (and as to option (ii) only, Tenant will be relieved of all further obligations hereunder as to the terminated space). Notwithstanding an assignment or subletting (i) subleases and assignments by Tenant shall be subject to the terms of this Lease; (ii) Tenant shall remain liable for all of the obligations of “Tenant” under this Lease; (iii) consent to one sublease or assignment does not waive the consent requirement for future assignments or subleases; and (iv) fifty percent (50%) of the consideration received by Tenant from an assignment or sublease that exceeds the amount Tenant must pay Landlord hereunder, excluding reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of improvements made to the Premises at Tenant’s cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Tenant directly related to Tenant’s obtaining an assignee or sublessee, shall also be paid to Landlord. Tenant shall pay such amount to Landlord at the beginning of each calendar month. Landlord shall have the right to audit Tenant’s books and records to verify the accuracy of the payments under this Section. If Tenant has sublet the Premises, and thereafter a GSI Financing Subsidiary Default occurs hereunder, Landlord may proceed to collect any rent thereafter becoming due to Tenant under the sublease directly from the subtenant; in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee event such collected rent shall be released applied by Landlord to the Rent due from all obligations Tenant to Landlord hereunder; provided, however, that the collection of rent from Tenant’s subtenant shall not create a privity of contract between Landlord and such subtenant. If the proposed sublessee or assignee is approved by Landlord and Tenant fails to enter into the sublease or assignment with the approved sublessee or assignee within ninety (90) days after the date Tenant submitted its proposal to Landlord, then Landlord’s approval shall expire, and Tenant must comply again with the conditions of this Section. Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Sites that are leased Premises, no sublessee or pre-leased under assignee may exercise any renewal options, expansion options, rights of first refusal or similar rights except in accordance with a separate written agreement entered into directly between the Landlord and such Severance Lease), Lessee will not sublessee or assignee provided Tenant continues to be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all obligations hereunder, as increased or otherwise affected by the exercise of Lessee's duties and obligations such rights. Tenant may not exercise any renewal options, expansion options, rights of first refusal or similar rights under this Agreement with respect to such Sites from and after the date Lease if Tenant has assigned all of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages its interest in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLease.

Assignment and Subletting. Subtenant shall not assign, transfer or otherwise encumber this Sublease, or sublet all or any part of the Premises, or suffer or permit the use or occupancy of all or any part of the Premises by any party other than Subtenant, in each case whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (a) Without each a “Transfer Event”), unless Subtenant obtains the prior written consent of LessorSublandlord, Lessee may which consent shall not assign this Agreement be unreasonably withheld, conditioned or any delayed, and unless Subtenant first obtains the written consent of Lessee's rights Prime Landlord pursuant to the Prime Lease. In the event of a Transfer Event, Subtenant shall remain fully liable under this Agreement in whole or in partSublease. The foregoing notwithstanding, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or Sublandlord shall be entitled to condition any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may Transfer Event on (A) assign this Agreement in whole the payment to Sublandlord of any or in part all net profit to any Qualifying Lessee Transferee or be made by Subtenant on account of the Transfer Event and (B) assign the assumption by the transferee under the Transfer Event of any or all of the Subtenant’s obligations under this Sublease. Any Transfer Event shall be subject to all of the terms and conditions of this Sublease, including without limitation the restrictions on future transfers pursuant to this Section 6.2. Any attempted Transfer Event without full compliance with all of the terms and conditions of this Section 6.2 shall, at Sublandlord’s option, render this Sublease to be void and of no force and effect. No act or any portion conduct by Sublandlord other than its express written consent as to a particular Transfer Event shall constitute Sublandlord’s consent to a Transfer Event or a waiver of its Sublandlord’s consent rights with respect to a Site any future Transfer Event. The foregoing notwithstanding, the following events shall not be deemed to an Affiliate constitute Transfer Events for which Sublandlord’s consent shall be required, provided this shall not abrogate any requirement that Prime Landlord’s consent be obtained: (i) Subtenant’s merger, consolidation or reorganization, (ii) any sale of Lessee the capital stock of Subtenant if such stock is registered and publicly traded, (iii) the sale of all or substantially all of the Subtenant’s assets, or (Civ) enter into the Severed Leases as contemplated a Transfer Event with a party controlling, controlled by Section 41; provided that or in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection common control with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionSubtenant.

Assignment and Subletting. (a) Without 9.01 Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this lease be assigned, Lessee may not assign this Agreement or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of Lessee's rights under this Agreement in whole the provisions hereof, the acceptance of the assignee, undertenant or in partoccupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to a Site to an Affiliate of Lessee be used or (C) enter into the Severed Leases as contemplated occupied by Section 41; provided that others, without Landlord’s prior written consent in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactioneach instance.

Assignment and Subletting. (a) Without Lessee shall have the prior written consent of Lessor, Lessee may not right to assign this Agreement Lease (and its leasehold interest hereunder) or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of sublet all or any portion of any Site; provided, that, subject to any required the Premises without Lessor’s consent of any Ground Lessor but without the consent of Lessor, (i) to any entity wholly owned or controlled by Lessee, (ii) to a subsidiary, affiliate or parent of Lessee, (iii) to a successor entity by merger or consolidation and (iv) to any entity that acquires all or substantially all of, or a controlling interest in, Lessee, provided that the net worth of the assignee is greater than or equal to the net worth of Lessee may leaseas of the day hereof. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the Premises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. Notwithstanding any assignment or sublease, license or otherwise make available Available Space to Tower Subtenant Lessee will remain liable for the purpose performance of the installationobligations of Lessee pursuant to this Lease. Except as set forth above, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released fromby operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and will remain fully and completely liable forTerm hereby granted, payment and performance nor any part hereof or thereof, nor any interest of all of its duties, obligations and liabilities under Lessee in this Agreement); (ii) Lessee may (A) assign this Agreement in whole Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. The consent by Lessor to any Qualifying assignment or subletting shall not in any manner be construed to relieve Lessee Transferee from obtaining Lessor’s express written consent to any other or (B) assign all further assignment or subletting or to any portion amendment or modification of its rights any existing assignment or subletting previously consented to. If any lien is filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause Lease or a sublease of the Premises, whether or not actually performed, the same shall be discharged of record by Lessee within ten (B10) above business days after Lessee receives notice of the filing thereof (other than an assignment to unless a GSI Financing Subsidiary in which case pursuant to Section 41(dshorter time period is required by the fee mortgagee of Premises), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of at Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction’s expense.

Assignment and Subletting. (a) Without A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance, Lessee which consent Landlord may not assign withhold for any or no reason whatsoever, except as may hereinafter be provided. The direct or indirect transfer of the beneficial or record ownership of (a) a majority of the issued and outstanding capital stock of any corporate tenant or subtenant of this Agreement lease or (b) a majority of the total equity or voting interests or rights in any partnership or limited liability company tenant or subtenant or any other form of Lessee's rights under this Agreement entity or organization, however accomplished, and whether in whole a single transaction or in parta series of related or unrelated transactions, or the conversion of a tenant or subtenant entity to another form of entity including, without limitation, a limited liability company or a limited liability partnership, or a transfer of control of any entity shall, in each case, be deemed an assignment of this lease or of such sublease. The merger or consolidation of a tenant or subtenant, whether a corporation, partnership, limited liability company or other form of entity or organization, shall be deemed an assignment of this lease or of such sublease. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted subtenant assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. A material modification, material amendment or any extension of a sublease shall be deemed a sublease. If any lien is filed against the demised premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within thirty (30) days thereafter, at Tenant’s expense, by filing the bond permitted by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For the purposes of this Article, an “interest” shall mean an estate, license, easement, use, profit or other claim with respect to real property or a Site right to an Affiliate of Lessee participate, directly or (C) enter into the Severed Leases as contemplated by Section 41; provided that indirectly, through one or more intermediaries, nominees, trustees or agents, in the case decision making respecting any entity or other organization or any of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)profits, from and after execution of a Severance Leaselosses, Lessee shall be released from all obligations with respect to the Sites that are leased dividends, distributions, income, gain, losses or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor capital of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any entity or other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionorganization.

Assignment and Subletting. (a) Without the Lessee shall not, without Lessor’s prior written consent, which consent shall not be unreasonably withheld, assign, mortgage, hypothecate or otherwise encumber this lease or the leasehold interest granted hereby, or any interest therein, or permit the use of the leased premises or any part thereof by any person or persons other than Lessee or sublet the leased premises, or any part thereof. Notwithstanding the above, Lessee may, upon 30 days’ prior written notice to Lessor, assign this lease, without Lessor’s consent, to a corporation with which Lessee may not assign this Agreement merge or consolidate, to any parent or subsidiary of Lessee or to a subsidiary of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site’s parent; provided, thathowever, subject to that such assignment shall not affect or reduce any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to lease and that Lessee shall remain primarily liable hereunder. Without limiting the Sites that are the subject generality of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, it is expressly understood and agreed that in the event Lessee may enter into Mortgages in favor proposes an assignment of any Lessee Lenderthe lease or subletting of the leased premises at a rental higher than provided herein, in which case the Lessee Lender with respect thereto will Lessor shall have the right to exercise remedies terminate this lease and enter into a new lease agreement with such proposed assignee or sublessee. In the event of any assignment, mortgage, hypothecation, encumbrance or subletting, Lessee shall, nevertheless, at all times remain fully responsible and liable for the payment of rent and other sums of money herein specified and for compliance with all of the obligations of Lessee under any such Mortgage in a manner consistent with the terms, provisions and covenants of this Agreement and lease. Upon the occurrence of an “event of default” as hereinafter defined, if the leased premises or any part thereof are then assigned or sublet or occupied by anyone other than Lessee, Lessor, in addition to any other agreement between rights and remedies herein or provided or permitted by law, may at its option collect rent directly from such assignee or sublessee or other person occupying or using any part of the leased premises, whether such rent is due to Lessee or otherwise, and apply the net amount so collected against any sums due Lessor hereunder, or to the rent herein reserved, and no such collection shall be construed to constitute a novation or a release of the Lessee or any guarantor from the further performance of its or their obligation hereunder. Consent to any assignment, mortgage, hypothecation or encumbrance or subletting shall not operate as a waiver of the necessity for a consent to any subsequent assignment, mortgage, hypothecation, encumbrance or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. A. Sublessee, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not (ai) Without assign, mortgage, or encumber this Sublease or any of its rights or estates hereunder, (ii) sublet the Premises or any part thereof, or (iii) suffer, or permit, the Premises, or any part thereof, to be used or occupied by others, without the prior written consent of LessorSublessor in each instance, Lessee may which consent shall not assign he unreasonably withheld, conditioned or delayed. Sublessee shall reimburse Sublessor, as Additional Rent upon demand, for the costs and expenses incurred by Sublessor in connection with any proposed assignment or sublease, including, without limitation, reasonable legal costs incurred in connection with the granting of any requested consent. If this Agreement Sublease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Sublessee. Sublessor may, after default by Sublessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rent and Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of Lessee's rights under this Agreement in whole or in partthe provisions hereof, the acceptance of the assignee, subtenant, or sublease occupant as Sublessee, or grant concessions a release of Sublessee from the further performance by Sublessee of covenants on the part of Sublessee herein contained. Sublessor’s consent to an assignment or licenses or other rights for the occupancy or use of all or subletting shall not, in any portion of any Site; providedway, that, subject be construed to relieve Sublessee from obtaining Sublessor’s express written consent to any required consent of further assignment or subletting. In no event shall any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, permitted sublessee assign or encumber its sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space, or an part thereof, to a Site to an Affiliate of Lessee be used or (C) enter into the Severed Leases as contemplated occupied by Section 41; provided that others, without Sublessor’s prior written consent in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactioneach instance.

Assignment and Subletting. Provided that, at all times, (ai) Without the prior written consent no Event of Lessor, Lessee may not assign this Agreement or any of Lessee's rights Default (as defined in Section 13.1. ) under this Agreement Lease has occurred and is continuing; (ii) the sublease is expressly subject and subordinate to this Lease; and (iii) Tenant shall remain primarily liable for all of Tenant’s obligations under this Lease, Tenant may sublet the Premises, in whole or in part, or without Landlord’s consent (“Permitted Subleases”). Upon any such sublease or grant concessions upon any assignment of this Lease by Tenant, Tenant shall remain primarily liable to Landlord for timely payment and performance of all Rent and other obligations under this Lease. Tenant agrees to promptly notify Landlord in writing of all Permitted Subleases the Tenant enters into under this Lease. Landlord may accept Rent, Additional Rent, and any other sums that may become due under this Lease directly from any subtenant as agent for Tenant and require attornment of such subtenant in the event that this Lease is terminated or licenses fails for any reason whatsoever. Notwithstanding anything contained herein to the contrary, Landlord’s consent shall not be required for, and nothing shall prohibit or restrict any leasehold mortgage entered into by Tenant, or any assignment of this Lease or subletting of a part or the whole of the Premises by Tenant: (i) to an affiliate of Tenant; (ii) in conjunction with any consolidation, reorganization, merger, acquisition, or private placement involving Tenant or any of its affiliate(s); (iii) to any corporation or other rights for business entity purchasing all or substantially all of the occupancy assets of Tenant or use any of its affiliate(s); or (iv) in conjunction with any offering, sale, listing, redemption, hypothecation, conversion, exchange, transfer or other similar disposition of all or any portion of the membership interests of Tenant or any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreementaffiliate(s); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. Not to assign, transfer, mortgage or pledge this Lease or to grant a security interest in Tenant's rights hereunder, or to sublease (awhich term shall be deemed to include the granting of concessions and licenses and the like) Without the prior written consent of Lessor, Lessee may not assign this Agreement or permit anyone other than Tenant to occupy all or any part of Lessee's the Premises or suffer or permit this Lease or the leasehold interest hereby created or any other rights arising under this Agreement Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, unless, in each instance the prior written consent of Landlord thereto shall have been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing Tenant may assign this Lease or sublet any portion or all of the Premises to any corporation, partnership, trust, association, limited liability company or other business or organization (x) directly or indirectly controlling and beneficially owning Tenant, (y) directly or indirectly controlled by and beneficially owned by Tenant, or (z) under common control with Tenant, or to any successor of Tenant by merger, consolidation or acquisition of substantially all of the stock or assets of Tenant, without the prior written consent of Landlord. If for any assignment or sublease or grant concessions or licenses occupancy by another, Tenant receives rent or other rights for consideration, either initially or over the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date term of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor sublease or occupancy, after payment of any Lessee Lenderexpenses incurred in connection therewith, in excess of the rent called for hereunder, or in case of sublease of part of the Premises, in excess of such rent fairly allocable to the part so subleased, after deducting all expenses of such transaction including, without limitation, brokerage and legal fees and demising walls and other leasehold improvements, Tenant shall pay to Landlord, as Additional Rent, 50% of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except as permitted by this Section 6.2.1, shall be void. No assignment, transfer, mortgage, grant of security interest, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee, sublessee or occupant shall in any way impair Xxxxxx's continuing primary liability (which case after an assignment or subletting shall be joint and several with the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage assignee or sublessee) of Tenant hereunder, and no approval in a manner consistent with particular instance shall be deemed to be a waiver of the provisions of this Agreement and obligation to obtain Xxxxxxxx's approval in any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactioncase.

Assignment and Subletting. (a) Without Except as hereinafter set forth, Tenant may not assign or sublet this Lease or any part thereof, without the prior written consent of LessorLandlord, Lessee may which consent shall not assign be unreasonably withheld, delayed or conditioned; and any attempted assignment without such consent shall be invalid. In the event of a permitted (pursuant to any provision of this Agreement Lease) assignment or any of Lessee's rights under this Agreement in whole or in partsubletting, or sublease or grant concessions or licenses or other rights Tenant shall at all times remain fully responsible and liable for the occupancy payment of rent and the performance and observance of all of Tenant’s other obligations under the terms, conditions and covenants of this Lease, unless the assignee has or use achieves a tangible net worth of at least Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), in which event Tenant shall automatically be released from all subsequent liabilities. Upon the occurrence of an event of default beyond any notice and cure period, if all or any portion part of any Site; providedthe Leased Premises are then assigned or sublet, thatLandlord, subject in addition to any required other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to constitute a waiver or release of Tenant from the further performance of its obligations under this Lease or the making of a new lease with such assignee or subtenant. Any request for consent of any Ground Lessor but without the consent of Lessordelivered by Tenant to Landlord shall be in writing, accompanied by (i) Lessee may leaseall information available to Tenant relating to the responsibility, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose financial condition and business of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement)proposed assignee or subtenant; (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case copy of the transactions described in clauses (A) offer, certified by Tenant to be true and complete, and (Biii) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject copy of the proposed sublease agreement or assignment will cease and terminate instrument to be executed by the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionparties.

Assignment and Subletting. The Tenant shall not, without the Landlord's prior written consent, which shall not be unresonably withheld, (a) Without the prior written consent of Lessorassign, Lessee may not assign convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Agreement Lease or any interest under it; (b) allow any transfer thereof by operation of Lessee's rights under this Agreement in whole or in partlaw except to a subsidiary, affiliate, or sublease parent company or grant concessions or licenses or other rights for to a company with which Tenant merges; (c) sublet the occupancy or use of all Premises or any portion part thereof, or (d) permit the use or occupancy of the Premises or any Site; providedpart thereof by anyone other than the Tenant. Notwithstanding anything herein to the contrary, that, subject Tenant may assign or sublet the Premises or any potion thereof to any required parent, affiliate or subsidiary of Tenant or any company with which Tenant merges without Landlord's consent as long as: a) The Real Estate Department of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space Tenant makes a good faith effort to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment inform Landlord as contemplated by, and subject soon as possible as to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject effective date of the assignment will cease and terminate or subletting, b) if Tenant continues to exist as an entity, Tenant remains liable for the performance of Tenant's obligations hereunder. Notwithstanding anything herein to the extent contrary, if United States or Georgia or other state securities laws and regulations prohibit disclosure of a pending merger or acquisition, Tenant may withhold notification of such merger or acquisition until it is legally permitted to disclose at which time Tenant shall promptly notify Landlord of the assignment or subletting. If the assignment, transfer, or subletting is approved and Lessor rents under the sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime lease and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of receive all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lenderrents, in which case Tenant will be relieved of further liability hereunder and under the Lessee Lender with respect thereto will have proposed sublease, or (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If this Lease be assigned or if the right Premises or any part thereof be sublet or occupied by anybody other than the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to exercise remedies under the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the Tenant's covenants contained in this Lease or the acceptance of such Mortgage in assignee, subtenant or occupant as Tenant, or a manner consistent with release of Tenant from further performance by tenant of covenants on the provisions part of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionTenant herein contained.

Assignment and Subletting. (a) Without The interest conveyed by this Agreement may not be assigned or transferred in whole, except upon sale of the Hangar, as provided elsewhere in this Agreement. No assignment or transfer in whole may be made, either voluntarily or by operation of law, without County’s prior written consent consent, which will not be unreasonably withheld, but will be conditioned on the assignee’s or transferee’s compliance with all terms of Lessorthis Agreement, Lessee including, but not limited to, the provisions relating to sale of the Hangar and registration of aircraft and aircraft and hangar ownership. The interest conveyed by this Agreement may not be transferred in part, sublet, assigned, or otherwise encumbered, either voluntarily or by operation of law, without County’s prior written consent, which will not be unreasonably withheld, but will be conditioned on the assignee’s or sublessee’s compliance with all terms of this Agreement, including, but not limited to, the provisions relating to sale of the Hangar and registration of aircraft and aircraft and hangar ownership, and County’s prior written approval of a written sublease. Any sublease must incorporate all terms of, and be subordinate to, this Agreement. Any attempt to transfer or assign this Agreement without compliance with this section is void and will constitute a default. DOCUMENT PROCESSING FEE As required by the Rent and Fee Schedule, Lessee must pay a Document Processing Fee for the drafting or processing of tenant-initiated documents relating to this Agreement, including, but not limited to, any amendment, consent, change of ownership, or other approval or modification. County-initiated documents are exempt from the processing fee. DEFAULT OR BREACH Except as otherwise provided, at any time one party to this Agreement is in default or breach in the performance of any of its terms or conditions, the other party must give written notice to remedy the default or breach. If the default or breach is not remedied within 30 calendar days following such notice, the other party may, at its option, terminate this Agreement. The enumeration in this Agreement of various grounds for default does not mean that such enumerated grounds are the only grounds for default. Termination as provided in this Section does not constitute a waiver of damages or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject remedy available to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent either party because of such assignmentdefault. In the case of an assignment Each term and condition of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to is both a GSI Financing Subsidiary in which case pursuant to Section 41(d), from covenant and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreementcondition. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under IMMEDIATE TERMINATION The County may terminate this Agreement with respect to immediately, at any time and without prior written notice, in the Sites that are the subject of the assignment will cease and terminate to the extent of such assignmentevent Lessee violates any federal, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoingstate, Lessee may enter into Mortgages in favor or local law, rule, regulation, or lawful instruction of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions Department of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionAirports servant or agent.

Assignment and Subletting. Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (athe agents and employees of Tenant excepted) Without to occupy or use the prior Premises, or any portion thereof, without the written consent of LessorLandlord, Lessee which consent shall not be unreasonably withheld; however, provided Tenant gives Landlord at least ten (10) days' prior written notice thereof, Tenant may not sublet the Premises or assign this Agreement Lease to any entity which owns fifty percent (50%) or more of Tenant or to any entity fifty percent (50%) or more of Lessee's rights under which is owned by an entity which also owns fifty percent (50%) or more of Tenant or to an entity fifty percent (50%) or more of which is owned by Tenant (each such entity is referred to herein as an "Affiliate") and provided Tenant gives Landlord at least ten (10) days' prior written notice thereof, Tenant may assign this Agreement Lease in whole connection with a merger or consolidation of Tenant. If Tenant is a corporation, then a change or changes in partthe ownership of Tenant, whether voluntarily, involuntarily, or sublease by operation of law, which aggregate(s) fifty percent (50%) or grant concessions more of total capital stock of Tenant or licenses fifty percent (50%) or other rights for the occupancy or use more of all or any portion voting capital stock of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not Tenant shall be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of deemed an assignment of this Agreement Lease. A consent to one assignment, mortgage, pledge, subletting, occupation, or use by any other person shall not relieve Tenant from any obligation under this Lease and shall not be deemed to be a consent to any subsequent assignment, mortgage, pledge, subletting, occupation or use by another person. Any assignment, mortgage, pledge, subletting, occupation or use without such consent shall be void, and shall, at the option of Landlord, terminate this Lease. Tenant's request for Landlord's consent pursuant to this Section 17 shall be submitted in connection with writing at least twenty (20) days prior to the date Tenant desires to secure such consent. Such request shall be accompanied by all relevant information reasonably necessary for Landlord to consider such request. Any request for Landlord's consent pursuant to this Section 17 shall also be accompanied by a payment to Landlord of $500.00 for the review, evaluation, and/or preparation of any transaction described materials or documents. Fifty percent (50%) of any sums or other economic consideration paid to, or paid for the benefit of, Tenant in clause (B) above any calendar month as a result of such subletting (other than a subletting to an assignment Affiliate, and except for the rental or other payments received which are attributable to a GSI Financing Subsidiary the amortization of the cost of nonbuilding standard leasehold improvements made to the sublet portion of the Premises at the cost of Tenant) whether denominated rentals under the sublease or otherwise, which exceed in the aggregate the total sums which case pursuant Tenant is obligated to Section 41(d), from and after execution pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of a Severance Lease, Lessee the Premises subject to such sublease) shall be released payable to Landlord on a monthly basis promptly after receipt by Tenant as additional rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. Whether or not Landlord's consent is required or obtained, no subletting or assignment shall release Tenant of Tenant's obligations hereunder or otherwise alter the primary liability of Tenant hereunder. The acceptance of rent or any other sum by Landlord from all obligations with respect to the Sites that are leased any person or pre-leased under such Severance Lease), Lessee will entity shall not be released fromdeemed to be a waiver by Landlord of any provision hereof. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent subletting or assignments of this Lease by assignees of Tenant without notifying Tenant or any successor of Tenant, and will remain fully without obtaining its or their consent thereto and completely liable for payment and performance of, all its duties, obligations and liabilities such action shall not relieve Tenant of any liability under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLease.

Assignment and Subletting. (ai) Without That the prior written consent of Lessor, Lessee may Tenant will not assign this Agreement or any of Lessee's rights under this Agreement Lease in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of nor sublet all or any portion part of the Leased Premises, nor mortgage or encumber this Lease or the Leased Premises or any Site; providedpart thereof, thatnor suffer or permit the occupation of, or part with or share possession of, all or any part of the Leased Premises by any other person, firm or corporation (all of the foregoing being hereinafter referred to as a “transfer”) without the prior consent of the Landlord in each instance, which consent shall not be unreasonably withheld, subject to the provisions of subparagraph (ii) of this Paragraph 8(k). The consent by the Landlord to any transfer, if granted, shall not constitute a waiver of the necessity for such consent to any subsequent transfer. This prohibition against a transfer is construed so as to include a prohibition against any transfer by operation of law and no transfer shall take place by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a transfer. If there is a permitted transfer of this Lease, the Landlord may collect rent from the assignee, subtenant or occupant (all of the foregoing being hereinafter collectively referred to as the “transferee”), and apply the net amount collected to the Minimum Rent required consent to be paid pursuant to this Lease, but no acceptance by the Landlord of any Ground Lessor but without payments by a transferee shall be deemed a waiver of this covenant or the consent acceptance of Lessor, (i) Lessee may lease, sublease, license the transferee as Tenant or otherwise make available Available Space to Tower Subtenant a release of the Tenant for the purpose further performance by the Tenant of the installationcovenants or obligations on the part of the Tenant herein contained. Any document evidencing the Landlord’s consent to a transfer of this Lease, operation and maintenance of Communications Equipment as contemplated byif permitted or consented to by the Landlord shall be prepared by the Landlord’s solicitors, and all legal fees with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the applicable terms Tenant causing any such transferee to promptly execute an agreement directly with the Landlord agreeing to be bound by all of the terms, covenants and provisions ofconditions contained in this Lease as if such transferee had originally executed this Lease as Tenant. Notwithstanding that any such transfer is permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with the transferee upon this Agreement (Lease and in such event Lessee will shall not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to from performing any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described terms, covenants and conditions contained in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. Tenant shall not (a) Without the prior written consent of Lessorassign (whether directly or indirectly), Lessee may not assign in whole or in part. this Agreement Lease, or any of Lessee's rights under (b) allow this Agreement Lease to be assigned, in whole or in part, by operation of law or sublease otherwise, or grant concessions (c) mortgage Tenant’s interest in either or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose both of the installationPremises and this Lease or pledge its interest in this Lease, operation and maintenance of Communications Equipment as contemplated byor (d) sublet the Premises, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord (and Landlord’s lender, if applicable), which consent shall not be unreasonably withheld or delayed. In making its determination to provide or withhold its consent, it shall be reasonable for Landlord to take into consideration both the business experience and the financial condition of the surviving entity that shall constitute its tenant after the occurrence of any Qualifying Lessee Transferee of (a) through (d) above, and Landlord may impose conditions precedent to the issuance of its consent (e.g. delivery of a guarantee or other collateral, whether in the form of a security deposit or otherwise). Tenant shall not require Landlord’s permission and shall at all times have the right to assign this lease to an entity in which Tenant has a 50% or more equity interest, or to a subsidiary where 50% or more of the outstanding stock, membership or partnership interest is owned by Tenant, or to an affiliate (B) assign all any entity which controls, or is controlled by, or under common control with Tenant), or to a related entity (any entity in which Tenant or its subsidiary or affiliate – 7 – has at least 25% ownership interest), collectively a “Permitted Transfer”, provided however, that Tenant is not in default under this Lease. In no event shall any assignment or sublease ever release Tenant or any portion guarantor from any obligation or liability hereunder; and in the case of its any assignment, Landlord shall retain all rights with respect to a Site the Security. Any purported assignment, mortgage, transfer, pledge or sublease, other than as permitted herein, made without the prior written consent of Landlord (and Landlord’s lender, if applicable) shall be absolutely null and void. No assignment of this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord (and Landlord’s lender. if applicable) any and all documentation reasonably required by Landlord (and Landlord’s lender, if applicable) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an Affiliate of Lessee assignee or (C) enter into sublessee executes and delivers any documentation to Landlord pursuant to the Severed Leases as contemplated by Section 41; provided that preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the case event of any termination of this Lease. If this Lease is assigned, or if the transactions described Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not in clauses violation of this Lease, Landlord or Agent may (A) and (B) immediately above without prejudice to, or waiver of Landlord’s rights), collect Rent from the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentassignee, subtenant or occupant. In the case event of an assignment of this Agreement Lease and the payment of consideration from the assignee to the Tenant in connection with any transaction described in clause therewith, fifty percent (B50%) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee such consideration shall be released from all obligations with paid to Landlord. With respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject allocable portion of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee LenderPremises sublet, in which case the Lessee Lender with respect thereto will have event that the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement total rent and any other agreement between Lesseeconsiderations received under any sublease by Tenant is greater than (on a pro rata and proportionate basis) the total Rent required to be paid, Lessor from time to time, under this Lease, Tenant shall pay to Landlord fifty percent (50%) of such excess as received from any subtenant and Sprint Collocator made such amount shall be deemed a component of the Additional Rent. In the event of any assignment or sublease, and regardless of whether such assignment or sublease occurs pursuant to this Section 8, the Guaranty (as hereinafter defined) shall remain in connection with this transactionfull force and effect, and Guarantor’s liability thereunder shall not be diminished, released or modified.

Assignment and Subletting. (a) Without Tenant may not, without the prior written consent of LessorLandlord, Lessee may not sublet, assign or transfer this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all Lease or any portion of any Site; provided, that, subject the Premises to any required person, natural or corporate, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Any attempted assignment, transfer, mortgage, encumbrance, or subletting without such consent shall be void and shall constitute a default of this Lease. Any transfer of Tenant’s interest in this Lease or in the Premises from Tenant by merger, consolidation, or liquidation, or by any Ground Lessor but without subsequent change in the ownership of thirty percent (30%) of the ownership interest in Tenant shall be deemed a prohibited assignment within the meaning of this Section. Except as otherwise provided herein, Landlord may refuse to consent to an assignment or subletting for any of Lessor, the following reasons (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose lack of credit worthiness of the installationproposed assignee or subtenant (regardless of Tenant’s credit), operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may a proposed use other than that permitted hereunder, (Aiii) assign previous unsatisfactory experience with the proposed assignee or subtenant, (iv) a proposed division of Premises into a less marketable size, (v) defaults of Tenant hereunder, (vi) less than six (6) months remaining on the Term of this Agreement in whole or in part to any Qualifying Lessee Transferee Lease or (Bvii) assign any other reasonable basis. Txxxxx agrees to pay to Landlord, on demand, all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated reasonable costs incurred by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement Landlord in connection with any transaction described in clause (B) above (other than an assignment request by Tenant for Landlord’s consent to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above or subletting. In the event of any assignment or sublet Tenant and all guarantors, if any, of this Lease shall continue to a Qualifying Lessee Transferee, remain liable to Landlord for all sums due hereunder and for the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all covenants and duties of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionTenant.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of LessorLandlord, Lessee which may not be withheld at Landlord's sole discretion, voluntarily or involuntarily assign, mortgage, encumber or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. For the purposes of this Lease, the following, without limitation, shall be considered an assignment of this Lease by Tenant: (i) a management or similar agreement (other than any such agreement between Tenant and BCC or an Affiliate of BCC), and (ii) any Change in Control, but excluding a Consented Transaction (as such terms are defined in Section 10.1.6 hereof) of Tenant. Any of the foregoing acts without such consent shall be void but shall, at the option of Landlord in its sole discretion, constitute an Event of Default giving rise to Landlord's right, among other things, to terminate this Lease. Without limiting the foregoing, this Lease shall not, nor shall any interest of Tenant herein, be assigned or encumbered by operation of law without the prior written consent of Landlord which may be withheld at Landlord's sole discretion. Notwithstanding the foregoing, Tenant may without Landlord's consent assign this Agreement Lease or sublet all (but not less than all) of the Premises thereof to an Affiliate of Tenant, provided that such Affiliate fully assumes the obligations of Tenant under this Lease, BCC has approved such assignment in writing, Tenant remains fully liable under this Lease, the use of the Premises remains unchanged, and no such assignment or sublease shall be valid and no such Affiliate shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet the Premises or any of Lessee's rights under this Agreement part thereof on any basis such that the rental to be paid by the sublessee thereunder would be based, in whole or in part, on either the income or sublease profits derived by the business activities of the sublessee, or grant concessions or licenses or any other rights for the occupancy or use of all or formula, such that any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated sublease rental received by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.Landlord would fail

Assignment and Subletting. Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (athe employees, agents, servants and invitees of Tenant excepted) Without to occupy or use the prior Premises, or any portion thereof, all without first obtaining the written consent of LessorLandlord, Lessee may which consent shall not assign be unreasonably withheld or delayed. Consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. In the event of the transfer and assignment by Tenant of its interest in this Agreement or any of Lessee's rights Lease and in the Premises to a person expressly assuming Tenant’s obligations under this Agreement Lease, Tenant shall thereby be released from any further obligations hereunder, and Landlord agrees to look solely to such successor in whole or in partinterest of Tenant for performance of such obligations. Upon such transfer and assignment, or sublease or grant concessions or licenses or other rights for the occupancy or use Tenant shall be relieved of all or liability under any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its dutiescovenants and obligations contained in or derived from this Lease arising out of any act, obligations occurrence or omission occurring after the transfer or assignment. Any assignment or subletting without consent shall be void, and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into shall, at the Severed Leases as contemplated by Section 41; provided that in the case option of the transactions described in clauses (A) and (B) immediately above Landlord, constitute a default under the assignee terms of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentthis Lease. In the case of an event that Landlord shall consent to a sublease or assignment of this Agreement hereunder, Tenant shall pay Landlord reasonable fees, not to exceed One Hundred and No/100 Dollars ($100.00), incurred in connection with any transaction described in clause (B) above (other than an assignment the processing of documents necessary to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent giving of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionconsent.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of LessorLandlord, Lessee may not assign this Lease or any interest herein or in the Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises by any party other than Tenant. Consent to one or more such transfers or subleases shall not destroy or waive this provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, whether directly, indirectly or by operation of law, or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party if such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building. Sublessees or transferees of the Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant (or any guarantor of Tenant's obligations hereunder) of any liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in the Tenant shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling interest in the capital stock of Tenant, shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. Landlord may, as a prior condition to considering any request for consent to an assignment or sublease, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee. In the event Landlord consents to an assignment or sublease, Tenant shall pay to Landlord a reasonable fee to cover Landlord's accounting costs plus any legal fees incurred by Landlord as a result of the assignment or sublease. Landlord may require an additional security deposit from the assignee or subtenant as a condition of its consent. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant under this Lease, paid to Tenant by any assignee of this Lease for its assignment, or by any sublessee under or in connection with its sublease, or otherwise paid to Tenant by another party for use and occupancy of the Demised Premises or any portion thereof, shall be promptly remitted by Tenant to Landlord as additional rent hereunder and Tenant shall have no right or claim thereto as against Landlord. No assignment of this Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in form and substance satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee, whereby the assignee assumes due performance of this Lease to be done and performed for the balance of the then remaining Lease Term of this Lease. No subletting of the Demised Premises, or any part thereof, shall be effective unless and until there shall have been delivered to Landlord an agreement, in form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord's sole discretion, upon termination of this Lease, and such sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects under such circumstances to continue such sublease. Notwithstanding any provision to the contrary contained in Article 21 of this Lease Agreement Landlord's consent under Article 21 to an assignment or subletting of this Lease Agreement or any of Lessee's rights under this Agreement in whole interest herein or in part, the Demised Premises shall not be unreasonably withheld or sublease unduly delayed. Landlord and Tenant agree that Landlord may withhold its consent to any proposed assignment of this Lease Agreement or grant concessions or licenses or other rights for the occupancy or use subletting of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated byDemised Premises, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee withholding of consent by Landlord will not be released fromdeemed to be unreasonable, if the proposed assignee or sublessee is not a reputable business entity or individual, is a governmental or quasi-governmental entity or is a party who would (or whose use would) detract from the character of the Building as a first-class office building, such as, without limitation, a dental, medical or chiropractic office. Landlord may reasonably withhold consent to an assignment or subletting for reasons other than those enumerated immediately above. Sublessee or transferees of the Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant (or any guarantor of Tenant's obligations hereunder) of any liability therefor, and will Tenant shall remain fully and completely liable for, payment and performance of obligated for all of its duties, obligations and liabilities liability to Landlord arising under this Agreement); (ii) Lessee may (A) assign this Agreement in whole Lease during the entire remaining Lease Term including any extensions thereof, whether or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionauthorized herein.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of Lessor, Lessee Landlord (which consent may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, be withheld arbitrarily) (i) Lessee may leaseassign, sublease, license convey or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, mortgage this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); Lease or any interest hereunder (ii) Lessee may permit to occur or permit to exist, any assignment of this Lease, any lien upon the Lease, the Premises or Tenant’s interest therein, or any change in the control of Tenant (Aof any level), by sale of stock, transfer of partnership interest, merger, operation of law or any other manner, in a single transaction or series of transactions; (iii) assign this Agreement in whole sublet the Premises or in any part to any Qualifying Lessee Transferee thereof; or (Biv) assign all or permit the use of the Premises by any portion of parties other than Tenant and its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; employees, provided however, that Landlord’s consent shall not be unreasonably withheld in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above by Tenant to OpNext Inc. or any majority owned Subsidiary of OpNext Inc. that is operating the Business in Japan for so long as (a) Landlord and its Affiliates directly or indirectly hold voting securities of OpNext Inc. representing a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject majority of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's voting interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will OpNext Inc. or have the right to exercise remedies under designate a majority of OpNext Inc. directors (b) Tenant remains liable for the performance of any such Mortgage assignee’s obligations hereunder and any liability incurred for the performance of any such assignee’s obligations hereunder and any liability incurred in connection therewith, (c) such assignment does not result in any additional costs for which Landlord shall be liable and (d) such assignee is located in Japan and is engaged in the Business for the use as contemplated in Section 3 above; provided further, that Landlord’s consent shall not be required in the event that Tenant is merged with or into OpNext Japan, Inc., a manner consistent with corporation existing under the provisions laws of Japan. Any such assignment on the part of Tenant in violation of this Agreement provision shall be void and of no effect. Landlord’s consent to any other assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under his Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. Except for the agreement between Lesseeof Landlord set forth in Section 4 (b) herein, Lessor and Sprint Collocator made Landlord shall have the absolute right to assign or otherwise transfer its interest in connection this Lease to any parent or operating Subsidiary of Landlord or Landlord’s parent, or Subsidiary of the parent of Landlord or Landlord’s parent, or to a corporation with which Landlord or Landlord’s parent may merge or consolidate, or to any entity or person acquiring a majority of all of Landlord’s assets. The parties agree that this transactionLease does not restrict or refer in any manner to a change in control or change in shareholders, directors, management or organization of Landlord’s parent or Landlord, or any Subsidiary, Affiliate or associate of the parent of Landlord’s parent or Landlord, or to the issuance, sale, purchase or disposition of the shares of Landlord’s parent or Landlord, or any Subsidiary, Affiliate or associate of Landlord’s parent or Landlord.

Assignment and Subletting. 12.1 Except as otherwise set forth in this Article 12, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor underlet, nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (a) Without whether for desk space, mailing privileges or otherwise), without the prior written consent of LessorLandlord in each instance, Lessee may which consent shall not assign be unreasonably withheld, conditioned or delayed. If this Agreement Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, and after Tenant shall have defaulted in respect of Lessee's rights any of its obligations under this Agreement Lease, Tenant shall hold any amounts it receives from any undertenant or occupant in whole constructive trust for payment of Tenant’s obligations hereunder; but no assignment, underletting, occupancy or in partcollection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to a Site to an Affiliate of Lessee be used or (C) enter into the Severed Leases as contemplated occupied by Section 41; provided that others, without Landlord’s prior written consent in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmenteach instance. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such Any assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee sublease, mortgage, pledge, encumbrance or transfer in contravention of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionArticle 12 shall be void.

Assignment and Subletting. (a) Without Subject to the prior written consent provisions of Lessorparagraph 6, Lessee may shall not assign this Agreement or any of Lessee's rights under this Agreement Lease in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of sublet all or any portion part of any Site; provided, that, subject to any required consent of any Ground Lessor but the Premises without the consent of Lessor’s prior written consent, except Lessee may assign to (i) Lessee may leaseany person or business entity which is parent, sublease, license subsidiary or otherwise make available Available Space to Tower Subtenant for the purpose affiliate of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement)Lessee; (ii) any person or business entity that controls or is controlled by or under common control with Lessee; (iii) any person or business entity that is merged or consolidated with Lessee may (A) assign this Agreement or purchases a majority or controlling interest in whole the ownership or in part assets of Lessee. Consent by Lessor to any Qualifying Lessee Transferee other assignment or (B) assign all subletting shall not constitute a waiver of the necessity of such consent to any subsequent assignment or subletting. This prohibition against any assignment or subletting shall be construed to include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned, or if the Premises or any portion of its rights with respect part thereof is sublet or occupied by anyone other than Lessee, Lessor may collect Base Rent and Additional Rent from the assignee, sublessee or occupant and apply the net amount collected to a Site to an Affiliate the Base Rent and Additional Rent and other obligations of Lessee hereunder reserved, but no such assignment, subletting, occupancy or (C) enter into collection shall be deemed a waiver or release of Lessee from the Severed Leases as contemplated further performance by Section 41; provided that in the case Lessee of the transactions described in clauses (A) and (B) immediately above covenants on the assignee part of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentcontained. In the case of an Notwithstanding any assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Leaseor sublease, Lessee shall remain fully liable on this Lease and shall not be released from all obligations with respect performing any of the terms, covenants and conditions of this Lease unless Lessee is released from such liability in writing by Lessor. Any person or entity to which this Lease is assigned pursuant to the Sites that are leased or pre-leased under such Severance Lease)provisions of the Bankruptcy Code, Lessee will not 11 USC sections 101, et seq., shall be released from, and will remain fully and completely liable for payment and performance of, deemed without further act to have assumed all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, of the obligations of Lessee arising under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from Lease on and after the date of the such assignment. Notwithstanding the foregoingAny such assignee shall, Lessee may enter into Mortgages in favor of any Lessee Lenderupon demand, in which case the Lessee Lender with respect thereto will have the right execute and deliver to exercise remedies under any Lessor an instrument confirming such Mortgage in a manner consistent with the provisions of this Agreement and any assumption. Any monies or other agreement between Lessee, Lessor and Sprint Collocator made considerations payable or otherwise to be delivered in connection with this transactionsuch assignment shall be paid to Lessor, shall be the exclusive property of Lessor, and shall not constitute property of the Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any monies or other considerations constituting Lessor’s property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid to Lessor.

Assignment and Subletting. (a) Without 9.01 Subject to the further provisions of this Article 9, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of LessorLandlord in each instance. If this lease be assigned, Lessee may not assign this Agreement or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of Lessee's rights under this Agreement in whole the provisions hereof, the acceptance of the assignee, undertenant or in partoccupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance which will be granted or deemed on the same basis as a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated similar request by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionTenant.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of LessorLandlord (which consent shall not be unreasonably withheld, Lessee may not conditioned or delayed), assign this Agreement Lease or any of Lessee's rights under this Agreement in whole interest herein or in partthe Demised Premises, or sublease mortgage, pledge, encumber, hypothecate or grant concessions any license or licenses concession or other rights for otherwise transfer or sublet the occupancy Demised Premises or any part thereof or permit the use of the Demised Premises by any party other than Tenant. Consent by Landlord to one or more such transfers or subleases shall not destroy or waive this provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any portion interest herein, whether directly, indirectly or by operation of law, or sublet the Demised Premises or any Site; provided, that, subject to part thereof or permit the use of the Demised Premises or any required consent of part thereof by any Ground Lessor but without the consent of Lessorparty, (i) Lessee may lease, sublease, license if the proposed assignee or otherwise make available Available Space to Tower Subtenant for subtenant is a party whose use would detract from the purpose character of the installationBuilding as a first-class building, operation and maintenance of Communications Equipment as contemplated bysuch as, and subject to the applicable terms and provisions ofwithout limitation, this Agreement (and in such event Lessee will not be released froma dental, and will remain fully and completely liable formedical or chiropractic office or a governmental office, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may if the proposed assignment or subletting would be to a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, (Aiii) assign this Agreement in whole for the first thirty-six (36) months after the Delivery Date, if such proposed assignee or in part subtenant is an existing tenant of the Building, unless Landlord was not able to accommodate the space need of the proposed assignee or sublessee, or (iv) if such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case other tenant of the transactions described in clauses (A) and (B) immediately above Building. Sublessees or transferees of the assignee Demised Premises for the balance of Lessee must assume and agree the Lease Term shall become directly liable to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from Landlord for all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease)of Tenant hereunder, Lessee will not be released fromwithout relieving Tenant of any liability therefor, and will Tenant shall remain fully and completely liable obligated for payment and performance of, all its duties, obligations and liabilities liability to Landlord arising under this Agreement. Upon Lease during the entire remaining Lease Term including any assignment permitted above to a Qualifying Lessee Transfereeextensions thereof, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionwhether or not authorized herein.

Assignment and Subletting. A. Tenant may not assign, transfer, mortgage or encumber this Lease, nor sublet the Demised Premises, or any part thereof, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, without first obtaining any required jurisdictional approvals (aincluding, but not limited to, the U.S. Department of State) Without and the prior written consent of LessorLandlord (whose consent shall not be unreasonably withheld, Lessee may conditioned or delayed). Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be wholly void and shall confer no rights upon any third parties. The consent of Landlord to any assignment, transfer, or subletting to any third party shall not assign this Agreement be construed as a waiver or release of Tenant from the terms of any of Lessee's rights covenant or obligation under this Agreement in whole Lease, nor shall the collection or in partacceptance of rental from any such assignee, transferee, subtenant or sublease occupant constitute a waiver or grant concessions or licenses or other rights for the occupancy or use release of all or any portion Tenant of any Site; providedcovenant or obligation contained in this Lease, thatnor shall any assignment, subject transfer or subletting be construed to relieve Tenant from obtaining the consent in writing of Landlord to any required consent further assignment or subletting. During the pendency of an existing, outstanding Event of Default hereunder, Tenant hereby assigns to Landlord the rental due from any Ground Lessor but without the consent subtenant of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space Tenant and hereby authorizes each such subtenant to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject pay said rental directly to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights Landlord. Except with respect to a Site to an Affiliate of Lessee subletting or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case permitted pursuant to Section 41(d)34.B below, from Tenant shall reimburse Landlord for its reasonable attorneys’ fees and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased expenses incurred in reviewing any requested consent whether or pre-leased under not such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that consent is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactiongranted.

Assignment and Subletting. Tenant shall not voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate or otherwise encumber this Lease or Tenant’s interest therein, and shall not sublet or permit the use by others of the Premises or any part thereof without first obtaining Landlord’s written consent, which consent shall not be unreasonably withheld or delayed. A merger, consolidation, reorganization or acquisition of all of the assets or stock of Tenant in which the surviving entity (a) Without acquires all of the prior written consent assets of LessorTenant as a going concern and continues the business of Tenant at the Premises, Lessee may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in partand (b) assumes, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject is deemed by law to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, all of the liabilities of Tenant under the Lease, shall be considered an assignment for purposes of this Lease, but shall not require Landlord’s consent. Consent once given shall not operate as a waiver of the necessity for obtaining Landlord’s consent to any subsequent assignment, transfer, hypothecation or sublease. Any such assignment or transfer without Landlord’s consent shall be void and shall, at Landlord’s option, constitute a material breach of this Lease. No interest in this Lease shall be assignable by operation of law. Landlord’s approval of any assignment or subletting shall not eliminate Tenant’s liability for all obligations contained herein during the remainder of the Lease Term. If Tenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Lease by merger, consolidation, redemption or liquidation, or any change in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute an assignment of this Lease under this Section. As a condition to Landlord’s approval, if given, any potential assignee or sublessee otherwise approved by Landlord shall assume all obligations of Tenant under this Lease and shall be jointly and severally liable with Tenant and any guarantor, if required, for the payment of Rent and performance of all terms of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentLease. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)Transfer, from and after execution of a Severance Lease, Lessee Tenant shall be released from all obligations provide Landlord with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance copies of all of Lessee's duties assignments, subleases and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionassumption agreements or documents.

Assignment and Subletting. (a) Without the prior written consent of Lessor, Lessee may Tenant shall not assign this Agreement Lease or any interest therein, whether voluntarily, by operation of Lessee's rights law, or otherwise, and shall not sublet the Premises or any part thereof, including but not limited to all concession vending, except by written permission and consent of Landlord being first had and obtained. Consent of Landlord to any such assignment or subletting shall not be unreasonably withheld if: (i) at the time of such assignment or subletting Tenant is not in default in the performance and observance of any of the covenants and conditions of this Lease; (ii) the assignee or subtenant of Tenant shall expressly assume in writing all of Tenant’s obligations hereunder; (iii) Tenant shall provide proof to Landlord that the assignee or subtenant has a financial condition which is satisfactory to Landlord and Landlord’s lender; (iv) the Premises continue to be used solely for the purpose set forth in Section 6.1, and (v) Landlord is furnished with and approves the form of the proposed sublease. In connection with any such assignment or sublease, Tenant or the assignee or subtenant of Tenant shall pay to Landlord any legal and administrative costs incurred by Landlord in approving such assignment or subletting, not to exceed $5,000.00. Any such assignment or sublease, even with the approval of Landlord, shall not relieve Tenant from liability for payment of all forms of rental and other charges herein provided or from the obligations to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease, or a consent to the assignment or subletting of the Premises. Consent to any assignment or subletting shall not be deemed a consent to any future assignment or subletting. Any merger, consolidation or transfer of corporate shares of Tenant, if Tenant is a corporation, so as to result in a change in the present voting control of the Tenant by the person or persons owning a majority of said corporate shares on the date of this Lease, shall constitute an assignment and be subject to the conditions of this Section. If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of the preceding sentence shall apply to each of such corporations as if such corporation alone had been the Tenant hereunder. If Tenant is a partnership, the withdrawal of a general partner shall be an assignment subject to the provisions hereof. Moreover, in the event that the rental due and payable by a sublessee or assignee, or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto exceeds the rental payable under this Agreement in whole or in partLease, or sublease or grant concessions or licenses if with respect to an assignment, sublease, license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, subtenant, licensee or other transferee exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, in addition to all rental required hereunder, such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be. Finally, in the event of any assignment or subletting it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without reduction of any kind, and upon election by Landlord such rentals shall be paid directly to Landlord. Without limitation on Landlord’s approval rights for as provided above, Tenant shall provide a copy of any executed sublease to Landlord within ten (10) days of the occupancy execution thereof. Landlord may assign this Lease at will and shall provide Tenant with a copy of such assignment. Notwithstanding the foregoing subsection, Tenant shall have the right to assign this Lease or use of sublet all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but the Premises without the consent of Lessorof, (i) Lessee may leasebut with prior written notice to, subleaseLandlord, license to any corporation or otherwise make available Available Space entity which controls, is controlled by or is under common control with Tenant, or to Tower Subtenant for any corporation resulting from the purpose merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the installation, operation and maintenance assets of Communications Equipment Tenant so long as contemplated bysuch assignee or sublessee or survivor entity has similar or better financial status, and subject provided that no such assignment or sublease shall act as a release of Tenant from any of the provisions, covenants and conditions on the part of Tenant to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities kept or performed under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. (a) Without Tenant shall not (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the prior Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining the written consent of LessorLandlord, Lessee which consent may not assign this Agreement be withheld in the discretion of Landlord. The transfer of more than five percent (5%) of the membership interests of Tenant or any the transfer of Lessee's rights under this Agreement five percent (5%) or more of the capital stock of the owner of Tenant or the corporate Guarantor, however accomplished, and whether in whole a single transaction or in parta series of related or unrelated transactions, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of deemed an assignment of this Agreement Lease or such sublease requiring the Landlord’s consent in connection with each instance. Any transfer by Xxxx Xxxxxx of his interest in Tenant or if Xxxx Xxxxxx ceases to be the control person of Tenant will be deemed a prohibited assignment of this Lease. Any prohibited assignment or subletting or any transaction described in clause (B) above (assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than an assignment to Tenant shall not be construed as a GSI Financing Subsidiary in which case pursuant to Section 41(d)consent or waiver by Landlord, from and after execution nor as a release of a Severance LeaseTenant, Lessee but the same shall be released from all obligations with respect taken to the Sites that are leased be a payment on account of Tenant. A consent to one assignment, subletting, occupation or pre-leased under such Severance Lease), Lessee will use by any other person shall not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon deemed to be a consent to any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such subsequent assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoingsubletting, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionoccupation or use by another person.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of Lessor, Lessee Landlord (which consent may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, be withheld arbitrarily) (i) Lessee may leaseassign, sublease, license convey or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, mortgage this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); Lease or any interest hereunder (ii) Lessee may permit to occur or permit to exist, any assignment of this Lease, any lien upon the Lease, the Premises or Tenant’s interest therein, or any change in the control of Tenant (Aof any level), by sale of stock, transfer of partnership interest, merger, operation of law or any other manner, in a single transaction or series of transactions; (iii) assign this Agreement in whole sublet the Premises or in any part to any Qualifying Lessee Transferee thereof; or (Biv) assign all or permit the use of the Premises by any portion of parties other than Tenant and its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; employees, provided however, that Landlord’s consent shall not be unreasonably withheld in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above by Tenant to a Qualifying Lessee Transferee, the obligations OpNext Inc. or any majority owned Subsidiary of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person OpNext Inc. that is operating the Qualifying Lessee Transferee Business in Japan for so long as (a) Landlord and its Affiliates directly or indirectly hold voting securities of Lessee's OpNext Inc. representing a majority voting interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will OpNext Inc. or have the right to exercise remedies under designate a majority of OpNext Inc. directors pursuant to the Stockholder’s Agreement, (b) Tenant remains liable for the performance of any such Mortgage in a manner consistent with the provisions of this Agreement assignee’s obligations hereunder and any other agreement between Lessee, Lessor liability incurred for the performance of any such assignee’s obligations hereunder and Sprint Collocator made any liability incurred in connection therewith, (c) such assignment does not results in any additional costs for which Landlord shall be liable and (d) such assignee is located in Japan that is engaged in the same Business of Tenant for the use as contemplated in Section 3 above. Any such action on the part of Tenant shall be void and of no effect. Landlord’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under his Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. Except for the agreement of Landlord setforth in Section 4 (b) herein, Landlord shall have the absolute right to assign or otherwise transfer its interest in this Lease to any parent or operating Subsidiary of Landlord or Landlord’s parent, or Subsidiary of the parent of Landlord or Landlord’s parent, or to a corporation with which Landlord or Landlord’s parent may merge or consolidate, or to any entity or person acquiring a majority of all of Landlord’s assets. The parties agree that this transactionLease does not restrict or refer in any manner to a change in control or change in shareholders, directors, management or organization of Landlord’s parent or Landlord, or any Subsidiary, Affiliate or associate of the parent of Landlord’s parent or Landlord, or to the issuance, sale, purchase or disposition of the shares of Landlord’s parent or Landlord, or any Subsidiary, Affiliate or associate of Landlord’s parent or Landlord.

Assignment and Subletting. Tenant shall not voluntarily, involuntarily, or by operation of law, assign, transfer, pledge, mortgage, hypothecate, or otherwise encumber (aherein collectively referred to as an “Assignment”) Without the prior written consent of Lessor, Lessee may not assign this Agreement Lease or any interest of Lessee's rights under this Agreement Tenant herein, in whole or in part, nor sublet the whole or sublease any part of the Demised Premises nor grant any license for any use therein without first obtaining in each and every instance the prior written consent of Landlord which consent shall not be unreasonably withheld. Any consent by Landlord to an Assignment, subletting, use or grant concessions occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such Landlord’s consent to any subsequent Assignment, subletting, use or licenses occupancy by others. If Tenant causes this Lease or any interest herein to be assigned or if the Demised Premises or any part thereof be sublet, used or occupied by anyone other rights for than Tenant without Landlord’s prior written consent having been obtained in advance thereof and in accordance with the provisions hereof, then Landlord in addition to any other right or remedy it may have hereunder or at law or in equity may in its sole and absolute discretion collect sums due Landlord hereunder from the assignee, sublessee, licensee, user or occupant and apply the net amount collected to the rents herein reserved including, but not limited to, Base Annual Rent and Additional Charges, but no such assignment, subletting, use, licensing, occupancy or collection shall be deemed a waiver of the covenant herein against Assignment, subletting, use or occupancy by others, or the acceptance of all the assignee, subtenant, user, licensee or any portion occupant as Tenant hereunder, or constitute a release of Tenant from the further performance by Tenant of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. (a) Without Tenant shall not, without the prior written consent of LessorLandlord, Lessee may not assign this Agreement Lease or any interest herein or in the Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the Demised Premises or any part thereof or permit the use of Lesseethe Demised Premises by any party other than Tenant. Consent to one or more such transfers or subleases shall not destroy or waive this provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, whether directly, indirectly or by operation of law, or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party if such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building or would contravene the provisions of Article 13 of this Lease. Sublessees or transferees of the Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant (or any guarantor of Tenant's rights obligations hereunder) of any liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Agreement Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use Tenant shall be deemed a voluntary assignment of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, this Lease and subject to the applicable terms foregoing provisions. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling interest in the capital stock of Tenant, whether in a single transaction or in a series of transactions, shall be deemed a voluntary assignment of this Lease and provisions ofsubject to the foregoing provisions. Landlord may, this Agreement as a prior condition to considering any request for consent to an assignment or sublease, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee and such other financial documentation relative to the proposed subtenant or assignee as Landlord may reasonably require. In the event Landlord consents to an assignment or sublease, Tenant shall pay to Landlord a fee to cover Landlord's accounting costs plus any legal fees actually incurred by Landlord as a result of the assignment or sublease (not to exceed $1,000.00). The consent of Landlord to any proposed assignment or sublease may be withheld by Landlord in its sole and absolute discretion. Any consideration, in such event Lessee will not be released from, excess of the Rent and will remain fully other charges and completely liable for, payment sums due and performance of all of its duties, obligations and liabilities payable by Tenant under this Agreement); (ii) Lessee may (A) assign Lease, paid to Tenant by any assignee of this Agreement in whole Lease for its assignment, or by any sublessee under or in part connection with its sublease, or otherwise paid to any Qualifying Lessee Transferee or (B) assign all Tenant by another party for use and occupancy of the Demised Premises or any portion of its rights with respect thereof (after deducting Tenant's reasonable costs associated therewith, including brokerage fees, attorneys' fees and remodeling costs), shall be promptly remitted by Tenant to a Site to an Affiliate of Lessee Landlord as additional rent hereunder and Tenant shall have no right or (C) enter into the Severed Leases claim thereto as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentagainst Landlord. In the case of an No assignment of this Agreement Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in connection with form and substance satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee, whereby the assignee assumes due performance of this Lease to be done and performed for the balance of the then remaining Lease Term of this Lease. No subletting of the Demised Premises, or any transaction described part thereof, shall be effective unless and until there shall have been delivered to Landlord an agreement, in clause (B) above (form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord's sole discretion, upon termination of this Lease, and such sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects under such circumstances to continue such sublease. Upon Landlord's receipt of a request by Tenant to assign this Lease or any interest herein or in the Demised Premises or to transfer or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises by any party other than an Tenant, Landlord shall exercise in writing one of the following options: (a) to terminate this Lease as to the portion of the Demised Premises proposed to be assigned or sublet; (b) to consent to the proposed assignment or sublease, subject to a GSI Financing Subsidiary the other terms and conditions set forth in this Article 21; or (c) to refuse to consent to the proposed assignment or sublease, which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee refusal shall be released from all obligations with respect deemed to the Sites that are leased or pre-leased under have been exercised unless Landlord gives Tenant written notice providing otherwise. Landlord agrees to respond to any such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent request within ten (10) days after receipt of such assignmentrequest, and Lessor and Sprint Collocator will look only and solely together with such information as may be reasonably necessary to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as enable Landlord to such Sites for performance of all of Lessee's duties and obligations under this Agreement make an informed decision with respect to such Sites from and after the date of the assignmentrequest. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionSee Special Stipulation No. 5.

Assignment and Subletting. 10.1 The Tenant hereby acknowledges that the Landlord has entered into this Lease because of the Tenant's financial strength, good will, ability and expertise and that, accordingly, this Lease is one which is personal to the Tenant, and agrees for itself and its successors and assigns in interest hereunder that it will not (a) Without the prior written consent of Lessor, Lessee may not assign this Agreement or any of Lessee's its rights under this Agreement in whole or in partLease, or sublease (b) make or grant concessions permit any total or licenses partial sale, lease, sublease, assignment, conveyance, license, mortgage, pledge, encumbrance or other rights for transfer of any or all of the Premises or the occupancy or use thereof (each of all which is hereinafter referred to as a "Transfer"), without first obtaining the Landlord's written consent thereto (which consent may be given or any portion of any Site; providedwithheld in the Landlord's sole discretion and, thatif given, subject shall not constitute a consent to any required subsequent such Transfer, whether by the person hereinabove named as "the Tenant" or by any such transferee). The Landlord shall be entitled, at its sole discretion, to condition any such consent of any Ground Lessor but without upon the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement entry by such person into an agreement with (and in form and substance satisfactory to) the Landlord, by which it assumes all of the Tenant's obligations hereunder. Any person to whom any Transfer is attempted without such event Lessee will not be released fromconsent shall have no claim, right or remedy whatsoever hereunder against the Landlord, and will remain fully and completely liable for, payment and performance the Landlord shall have no duty to recognize any person claiming under or through the same. No such action taken with or without the Landlord's consent shall in any way relieve or release the Tenant from Liability for the timely performances of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of LesseeTenant's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionhereunder.

Assignment and Subletting. (a) Without Tenant shall not voluntarily or by operation of law, (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublease the prior Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of LessorLandlord, Lessee may which consent shall not assign be withheld unreasonably as set forth below in this Agreement or any of Lessee's rights Paragraph 23, provided that Tenant is not then in Default under this Agreement in whole Lease nor is any event then occurring which with the giving of notice or in partthe passage of time, or sublease both, would constitute a Default hereunder. Except in connection with an offering of shares to the public on a nationally recognized exchange, a transfer of greater than a fifty percent (50%) interest (whether stock, partnership interest, membership interest or grant concessions otherwise) of Tenant, either in one (1) transaction or licenses or other rights for a series of transactions shall be deemed to be an assignment under this Lease. Notwithstanding anything to the occupancy or use of all or any portion of any Site; providedcontrary contained in Paragraph 23(a), thatTenant may, subject to Landlord’s prior written consent, but without Landlord’s having any required consent rights pursuant to clause (1) or (2) of Paragraph 23(b) below, and without the payment of any Ground Lessor but without amounts pursuant to this Paragraph 23, sublet the consent of LessorPremises or assign this Lease to a Tenant Affiliate, provided that (i) Lessee may lease, sublease, license or otherwise make available Available Space Tenant shall give not less than five (5) business days’ prior written notice thereof to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject Landlord (to the extent such notice is permitted by applicable terms and provisions ofLaw), this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may Tenant shall continue to be fully obligated under this Lease, (Aiii) assign this Agreement in whole any such assignee or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must sublessee shall expressly assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment terms and conditions of this Agreement in connection with any transaction described in clause Lease to be performed by Tenant (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations but with respect to the Sites that are leased or pre-leased under such Severance Lease)a sublease, Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement only with respect to that portion of the Sites Premises that are is the subject of the assignment will cease sublease and terminate to the extent excluding all rental obligations of such assignmentTenant hereunder), and Lessor and Sprint Collocator will look only and solely (iv) such Tenant Affiliate has a tangible net worth (determined in accordance with GAAP) equal to or greater than the Person that is the Qualifying Lessee Transferee tangible net worth of Lessee's interest under this Agreement Tenant as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the proposed assignment. Notwithstanding the foregoingAs used herein, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.“

Assignment and Subletting. (a) Without Tenant shall not sublet any part of the Premises, nor assign this Lease or any interest herein, nor, once any such sublet or assignment is consented to by Landlord, amend or modify the terms of such sublet or assignment, without the prior written consent of LessorLandlord, Lessee may which consent shall not assign this Agreement be unreasonably withheld or delayed. No sublessee (or Tenant, on behalf or for the benefit of a sublessee) shall have the right to exercise any extension or renewal of Term, or any right to expand or otherwise increase the size of Lessee's rights under this Agreement the Premises. Landlord may deny consent to an assignment or sublease if the creditworthiness of the proposed assignee or sublessee could not service the proposed sublet rent or assignment costs. Additionally, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or sublease profits derived by any person or grant concessions entity from the Premises leased, used, occupied or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may utilized. Any such purported lease, sublease, license license, concession, assignment or otherwise make available Available Space to Tower Subtenant for other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the purpose possession, use, occupancy or utilization of any part of the installationPremises. If such a sublease is entered into, operation and maintenance of Communications Equipment as contemplated by, and subject neither the rental payable thereunder nor the amount thereof passed on to any person or entity shall have deducted therefrom any expenses or costs related in any way to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent subleasing of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionspace.

Assignment and Subletting. (a) Without Tenant shall not assign or transfer all or any portion of its interest in this Lease or in the Leased Premises, nor sublet all or any portion of the Leased Premises, without the prior written consent of LessorLandlord not to be unreasonably withheld or delayed. Any assignment, Lessee may sublease or other such transfer without Landlord's prior written consent shall be voidable, and, at Landlord's election, shall constitute a Default of Tenant hereunder. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights with respect to any subsequent assignment or subletting. If Tenant is a partnership, a withdrawal or change (voluntary, involuntary, or by operation of law) of any partner owning twenty percent (20%) or more of the partnership, or the dissolution or liquidation of the partnership, shall be deemed an assignment of this Lease. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of the controlling percentage of the capital stock of Tenant, or the sale of fifty-one percent (51%) of the value of the assets of Tenant, shall be deemed an assignment of this Lease. If Tenant consists of more than one person, a purported assignment (voluntary, involuntary, or by operation of law) from any of such persons to any other person or entity shall be deemed an assignment of this Lease. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully liable for the payment of all Rent and other obligations under this Lease. Landlord shall have the right at any time to assign this Agreement or any of Lessee's rights under this Agreement Lease, in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionthird party.

Assignment and Subletting. Section 14.1 (a) Without Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of LessorLandlord in each instance as provided in this Article 14. If this Lease is assigned, Lessee may not assign this Agreement or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of Lessee's rights law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant of its obligations under this Agreement Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in whole any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or in part, subletting. In no event shall any permitted subtenant assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance which shall not be unreasonably withheld or delayed; provided that no consent of Landlord shall be required with respect to a Site further sublet or an assignment of such sublease to an Affiliate of Lessee a permitted subtenant or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with such sublease to any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from party that buys substantially all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent stock or assets of such permitted subtenant. Any assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee sublease, mortgage, pledge, encumbrance or transfer in contravention of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionArticle 14 shall be void.

Assignment and Subletting. (a) Without In addition to any restrictions on subleasing and/or assigning set forth in the Master Lease and incorporated into this Sublease by reference, Subtenant expressly covenants and agrees that it shall not assign, mortgage, pledge or encumber this Sublease nor sublet the Premises or any part thereof, nor suffer or permit the Premises or any part thereof to be used or occupied by others, except with the prior written consent of LessorLandlord, Lessee may not assign this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent required under the Master Lease, and of such assignmentSublandlord, which consent Sublandlord agrees not to unreasonably withhold, delay or condition provided Landlord has consented (if required under the Master Lease). In If this Sublease be assigned, or if the case of an assignment of this Agreement in connection with Premises or any transaction described in clause (B) above (part thereof be sublet or occupied by anyone other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)Subtenant, Sublandlord may, after default by Subtenant, collect rent from the assignee, subtenant or occupant, and after execution of a Severance Lease, Lessee shall be released from all obligations with respect apply the net amount collected to the Sites that are leased or pre-leased under such Severance Lease)Rent reserved in this Sublease, Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of but no such assignment, subletting, occupancy, or collection by Sublandlord shall be deemed a waiver of the covenant set forth above or the acceptance of the assignee, subtenant or occupant as subtenant or a release of Subtenant from the further performance by Subtenant of covenants and Lessor agreements on the part of Subtenant contained in this Sublease. Sublandlord covenants and Sprint Collocator will look only and solely agrees to respond to any request for consent from Subtenant pursuant to this paragraph 14 within the Person that is same period of time as the Qualifying Lessee Transferee of Lessee's interest under this Agreement as Landlord has to respond to such Sites for performance of all of Lessee's duties and obligations a request from Sublandlord, as tenant under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionMaster Lease.

Assignment and Subletting. (a) Without Neither this Lease not all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant, without the prior written consent of LessorLandlord first had and obtained in each instance, Lessee may which consent shall not be unreasonably withheld or unduly delayed. Tenant agrees that the instrument by which any assignment or subletting is accomplished shall expressly provide that no subtenant or assignee shall have the further right to assign or sublet without Landlord's consent or otherwise permit the space which is the subject of the subletting or assignment to be used by others and that each assignee or subtenant will perform and observe all of the agreements, covenants, conditions and provisions to be performed and observed by Tenant under this Agreement Lease as and when performance and observance is due and that Landlord shall have the right to enforce said agreements, covenants, conditions and provisions directly against such assignee or subtenant. Any mortgage, pledge, hypothecation, encumbrance or transfer or any of Lessee's rights under this Agreement in whole or in partsuch assignment, or sublease or grant concessions or licenses or other rights for the occupancy subletting, occupation or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of LessorLandlord as aforesaid shall be void and, (i) Lessee may leaseat the option of Landlord, subleaseconstitute a default entitling Landlord to terminate this Lease and give rise to all other remedies available to Landlord for breach of this Lease. For purposes of this Paragraph 13, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not following events shall be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of deemed an assignment of this Agreement Lease or a sublease, as appropriate: (i) the issuance of equity interests (whether stock or partnership interests or otherwise) in connection with Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a single transaction described or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have control of Tenant; or (ii) a transfer of control of Tenant or such subtenant or assignee, or any entity controlling any of them, in clause a single transaction or a series of related or unrelated transactions (B) above (including, without limitations, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons or parties other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)"insiders" within the meaning of the Securities Exchange Act of 1934, from and after execution of a Severance Leaseas amended, Lessee through the "over-the-counter" market or any recognized national or international securities exchange, shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreementincluded in the determination of whether control has been transferred. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction."

Assignment and Subletting. (a) Without Except for an entity over which Xxx Xxxxxx controls at least a 51% interest, the prior written consent of LessorLessee shall not assign, Lessee may not assign mortgage or encumber this Agreement or any of Lessee's rights under this Agreement Lease, in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of sublet all or any portion part of any Site; provided, that, subject to any required consent of any Ground Lessor but the demised premises without the prior written consent of Lessor. The consent by Lessor of any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. The prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned or if the demised premises or any part thereof be occupied by anybody other than Lessee, (i) Lessor may collect rent from the assignee or occupant and apply the net amount collected to the rent herein reserved; but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this provision or the acceptance of the assignee, under subtenant, or occupant as Lessee, or, except as otherwise provided in this Lease, as a release of Lessee may leasefrom the further performance by Lessee of the terms, covenants, conditions and/or provisions of this Lease on Lessee's part to be performed hereunder. Notwithstanding any assignment or sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation Lessee shall remain fully liable and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will shall not be released fromfrom Lessee's obligations under this Lease. If Lessee is a corporation and if any transfer, sale, pledge or other disposition of its common stock shall occur, or power to vote the majority of the outstanding capital stock be changed, such change shall be deemed a material default hereunder, and will Lessor shall have the right at its option to terminate this Lease upon five (5) days notice to Lessee. In such event, however, Lessee shall remain fully and completely liable forto Lessor hereunder, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactiondefault.

Assignment and Subletting. (a) Without Subtenant shall not assign, whether by operation of law or otherwise, or pledge or otherwise encumber this Sublease, or sublet all or any part of the Sublease Space without the prior written consent of LessorSublandlord, Lessee which consent may not assign this Agreement be withheld in Sublandlord’s sole and absolute discretion. Any such attempted pledge, encumbrance, assignment or any subletting shall be void and of Lessee's rights under this Agreement in whole no force or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject effect. Any consent by Sublandlord to any required act of assignment or subletting shall be held to apply only to the specific transaction thereby authorized. Such consent of any Ground Lessor but without the consent of Lessor, shall not be construed as (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose a waiver of the installationduty of Subtenant, operation and maintenance or the legal representatives, assigns or successors in interest of Communications Equipment as contemplated bySubtenant, and subject to the applicable terms and provisions ofobtain from Sublandlord consent to any other or subsequent assignment or subletting, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); or (ii) Lessee modifying or limiting the rights of Sublandlord under the foregoing covenant by Subtenant not to assign or sublet without such consent. Any violation of any provision of this Sublease, whether by act or omission, by any assignee, subtenant or occupant, shall be deemed a violation of such covenant by Subtenant, it being the intention and meaning of the parties hereto that Subtenant shall assume and be liable to Sublandlord for any and all acts and omission of any and all assignees, subtenants, and occupants. If this Sublease is assigned, Sublandlord may and is hereby empowered to collect rent from the assignee; if the Sublease Space or any part thereof be sublet or occupied by any person or entity other than Subtenant, Sublandlord, in the event of Subtenant's default, may, and is hereby empowered to, collect rent from the subtenant or occupant; in either of such events, Sublandlord may apply the net amount collected by it to the Rent herein reserved, and no such collection shall be deemed (Ai) assign this Agreement in whole a waiver of the covenant herein against assignment and subletting, or in part to any Qualifying Lessee Transferee the acceptance of the assignee, subtenant or occupant as Subtenant, or (Bii) assign all or any portion a release of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into Subtenant from the Severed Leases as contemplated by Section 41; provided that in the case further performance of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree covenants herein contained to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionperformed by Subtenant.

Assignment and Subletting. 13. (a) Without Except as hereinafter otherwise provided, Tenant may not sell, assign, mortgage, pledge, hypothecate or otherwise transfer this Lease or any interest herein, or sublet all or any portion of the Demised Premises, without the prior written consent of Lessor, Lessee may not assign such consent to be granted or denied in Lessor’s sole and absolute discretion. All the provisions contained in this Agreement Section shall be subject to overleases, all recorded documents and/or instruments which run with any part of the Demised Premises, encumber any of the Demised Premises, the stores or other facilities located thereon or otherwise bind Lessor or Tenant, or are otherwise agreed to by Tenant (collectively, “Covenants”), any construction, operating and reciprocal easement agreements or other easement agreements in favor of an owner of adjoining property or to which Tenant is a party or which is binding on Tenant or which is a matter of public record affecting the Demised Premises or any part thereof, or any similar agreements (hereinafter referred to as “REAs”) or any other documents of Lessee's rights under this Agreement in whole record as of the date hereof or in partany documents to which Tenant is a party or is bound, or sublease or grant concessions or licenses and shall be also subject to all laws. Consent by Lessor with respect to any sublease, sale, assignment, mortgage, pledge, hypothecation or other rights transfer shall not constitute a waiver of the requirement for such consent and compliance to any subsequent sublease, sale, assignment, mortgage, pledge, hypothecation or other transfer. No sale, assignment or transfer of this Lease by Tenant shall be effective until there shall have been delivered to Lessor a duplicate original of such assignment containing an agreement, in recordable form, executed by the assignor and the proposed assignee whereby such assignee assumes the Lease and the assignee shall agree, expressly for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent benefit of Lessor, (i) Lessee may leaseto keep and perform and be bound by each and all of the covenants, conditions, restrictions and provisions in this Lease contained on the part of Tenant, and any such sale, assignment or transfer shall be subject to each and all of such covenants, conditions, restrictions and provisions. Any purported sublease, license sale, assignment or otherwise make available Available Space transfer by Tenant which is not in conformity with the terms of this Lease shall be void and of no force or effect whatsoever. Additionally, under no circumstance shall any entity comprising Tenant (each a “Tenant Entity”) permit a Change of Control of any Tenant Entity. For the purpose hereof, a "Change of Control" shall be deemed to Tower Subtenant have occurred if there is any change in the identity of any individual or entity or any group of individuals or entities who have the right, by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other agreement, with or without taking any formative action, to cause any Tenant Entity to take some action or to prevent, restrict or impede any of the entities comprising Tenant from taking some action which, in either case, such entity could take or could refrain from taking were it not for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentindividuals. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction."

Assignment and Subletting. (a) Without LESSEE, without LESSOR'S prior consent, may transfer this Lease or its rights herein to the prior written consent parent, subsidiary or affiliate of Lessor, Lessee LESSEE but may not assign this Agreement permit mining on the leased premises to he conducted by an independent contractor, except as hereinbefore provided. LESSEE shall not mortgage nor assign, convey, lease, underlet, sublet or set over any of its estate, interest or rights hereunder, or any part thereof, or any improvements made or placed upon the leasehold, either voluntarily or by operation of Lessee's rights law, to any person or persons whomsoever, or any corporation whatsoever, for any time whatsoever, or to allow any third party to mine the leased premises under this Agreement any form of agreement or contract, nor create, suffer or permit any lien or encumbrance thereon, in whole or in part, without the license and consent of the LESSOR, in writing, for that purpose being first had and obtained, which consent shall not be unreasonably withheld, and in the case of such assignment or sublease or grant concessions or licenses or other rights transfer, the transferees shall assume in writing all the obligations of the LESSEE in a form satisfactory to the LESSOR; however, LESSEE herein shall not be relieved by reason of such assignment from its primary responsibilities and liabilities for the occupancy performance of the terms and conditions of this Lease, including but not limited to the payment of all rents and royalties herein provided for; and neither this Lease nor the term created thereby, nor any rights and privileges hereby conferred, shall be subject to sale or use disposition thereof, in whole or in part, by or under the judgment, decree or order of any court or by or through any judicial process of law or in equity, except for the purpose of enforcing, at the insistence of the LESSOR, its rights and remedies hereunder, including the lien provided in this Lease to secure the payment of all rents and royalties and other sums of money, and to secure the performance of all terms of this Lease. Any transfer of fifty percent (50%) or more of the outstanding capital stock of LESSEE shall be deemed an assignment requiring the prior written consent of LESSOR provided, however, that LESSOR'S consent shall not be required for the transfer of all or any portion part of the stock of LESSEE to AEI Holding Company, Inc. or any Site; providedaffiliate thereof. Any assignment, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may leasetransfer, sublease, license lien or otherwise make available Available Space to Tower Subtenant for the purpose encumbrance, either voluntary or involuntary, by operation of the installationlaw or otherwise, operation and maintenance in violation of Communications Equipment as contemplated bythis Section, shall, at LESSOR'S option, cause an immediate forfeiture hereof, and subject to the applicable terms rights and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance interests of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee LESSEE shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will forthwith cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionterminate.

Assignment and Subletting. (a) Without A. Tenant shall not assign this Lease Agreement, or sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant, without the prior written consent of Lessor, Lessee may not assign this Agreement Landlord. When Tenant requests Landlord's consent to such assignment or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose it shall notify Landlord in writing of the installation, operation name and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case address of the transactions described in clauses (A) proposed assignee or subtenant and (B) immediately above the assignee of Lessee must assume nature and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject character of the business of the proposed assignee or subtenant and shall provide financial information, including financial statements of the proposed assignee or subtenant, if obtainable from the proposed assignee or subtenant. Tenant shall also provide Landlord with a copy of the proposed sublet or assignment will cease and terminate agreement. Landlord shall have the option (to be exercised within fifteen days from the extent submission of such assignment, and Lessor and Sprint Collocator will look only and solely Tenant's request) to the Person that is the Qualifying Lessee Transferee of Lessee's interest under cancel this Lease Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect the space proposed to such Sites from and after the date be sublet or assigned as of the commencement date stated in the proposed sublease or assignment. Notwithstanding If Landlord shall not exercise its option within the foregoingtime set forth above, Lessee may enter into Mortgages in favor its consent to any proposed assignment or sublease shall not be unreasonably withheld, provided, however, if the proposed sublease or assignment is for less than the entire Premises, and/or is for a term less than the balance of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions Term of this Lease Agreement and (excluding any other agreement between LesseeOption Term), Lessor and Sprint Collocator made in connection with this transactionthen, within ten (10) days of receipt of Landlord's notification of exercise of option to cancel the Lease Agreement, Tenant shall be entitled to withdraw such request for consent to sublease or assignment.

Assignment and Subletting. (a) Without 18.1 Except as expressly set forth herein, Tenant shall not, without the prior written consent of LessorLandlord, Lessee may which consent shall not assign be unreasonably withheld, conditioned or delayed (except that Landlord shall in no event be obligated to consent to an encumbrance of this Agreement Lease or any transfer by operation of Lessee's rights under law): (a) assign, convey, mortgage or otherwise transfer this Agreement in whole Lease or in partany interest hereunder, or sublease the Premises, or grant concessions any part thereof, whether voluntarily or licenses by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall, at Landlord's option, be void and of no effect. Landlord's consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other rights for surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the occupancy or use option of Landlord, terminate all or any portion existing sublease or may, at the option of any Site; providedLandlord, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment operate as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution Landlord of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of LesseeTenant's interest under this Agreement as to in any or all such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsubleases.

Assignment and Subletting. Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (a) Without nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of LessorLandlord in each instance. If this Lease is assigned, Lessee may not assign this Agreement or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of Lesseelaw or otherwise) without Landlord's rights consent, then Landlord may, after default by Tenant beyond applicable grace or notice periods, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Agreement Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in whole any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or in part, subletting. In no event shall any permitted subtenant assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to a Site to an Affiliate of Lessee be used or (C) enter into the Severed Leases as contemplated occupied by Section 41; provided that others, without Landlord's prior written consent in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmenteach instance. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such Any assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee sublease, mortgage, pledge, encumbrance or transfer in contravention of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionArticle 13 shall be void.

Assignment and Subletting. During the initial twelve (a12) Without month term of this Lease, Tenant shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any person, other than the employees, agents, or contractors of Tenant, to occupy or use the Premises or any portion thereof. During the Renewal Term, Tenant shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any person, other than the employees, agents, or contractors of Tenant, to occupy or use the Premises or any portion thereof, without the prior written consent of LessorLandlord, Lessee may such consent not assign to be unreasonably withheld, conditioned or delayed. Any assignment or transfer of this Agreement Lease by transfer of a majority interest of stock, asset sale, merger, consolidation, liquidation or dissolution, or any of Lessee's rights under this Agreement changes in whole or in partthe ownership of, or power to vote in excess of fifty percent (50%) of its outstanding stock, shall constitute an assignment for purposes of this Section. Notwithstanding the foregoing, Tenant may, upon at least five (5) days prior written notification to Landlord, sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect the Premises during the Term to a Site to an Affiliate any parent, subsidiary, affiliate of Lessee Tenant, or (C) enter into the Severed Leases as contemplated any entity which directly or indirectly controls, is controlled by Section 41; provided that in the case or under common control of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree Tenant, or to perform any entity which purchases all or substantially all of Lesseethe assets and business of Tenant conducted from the Premises without having the obligation of securing the Landlord's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)prior approval or consent; provided, from and after execution of a Severance Leasehowever, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject upon consummation of the assignment will cease and terminate or sublease, Tenant shall promptly deliver a copy of the written assignment or sublease document to Landlord, together with such information that Landlord might reasonably request to determine the extent identity, state of such assignmentformation, principal place of business, type of business operation, and Lessor and Sprint Collocator will look only and solely financial wherewithal of the assignee or subtenant. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Upon the occurrence of a Default hereunder, if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the Person that is assignee or sublessee all rents becoming due to Tenant by reason of the Qualifying Lessee Transferee assignment or sublease. Any acceptance of Lessee's interest under this Agreement Rent or collection by Landlord of other sums directly from the assignee, sublessee or any other person shall not be construed as to such Sites for a novation or release of Tenant or any guarantor from the further performance of all of Lessee's duties and their respective obligations under this Agreement with respect to such Sites from Lease or any guarantee hereof, and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor shall not be construed as a waiver by Landlord of any Lessee Lenderprovisions hereof or any right hereunder. Any assignment or subletting without consent of Landlord shall be void, in which case and shall at the Lessee Lender option of Landlord, constitute a default under this Lease. Consent to one assignment, subletting, occupation or use by any other person or entity shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person or entity. No subletting or assignment by Tenant, made with respect thereto will have or without Landlord's consent, shall ever release Tenant from its obligation to pay the right Rent and perform all other obligations to exercise remedies be performed by Tenant hereunder for the term of this Lease, or release any guarantor from any obligation or liability under any such Mortgage in a manner consistent with the provisions guarantee of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionLease.

Assignment and Subletting. (a) Without 18.1 Tenant shall not, without the prior written consent of LessorLandlord, Lessee may which consent shall not assign be unreasonably withheld or delayed beyond the express time periods provided for in this Agreement Article 18 (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of Lessee's rights under law): (a) assign, convey, mortgage or otherwise transfer this Agreement in whole Lease or in partany interest hereunder, or sublease the Premises, or grant concessions any part thereof, whether voluntarily or licenses by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a "Transfer") occurring without the prior written consent of Landlord shall, at Landlord's option, be void and of no effect. Landlord's consent to any Transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other rights for surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the occupancy or use option of Landlord, terminate all or any portion existing sublease or may, at the option of any Site; providedLandlord, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment operate as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution Landlord of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of LesseeTenant's interest under this Agreement as to in any or all such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsubleases.

Assignment and Subletting. (a) Without Tenant 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 LessorLandlord which consent will not be unreasonably withheld. In the event Tenant is allowed to assign, Lessee may not assign this Agreement transfer or sublet the whole or any part of Lessee's rights under the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Agreement Lease, either in whole or in part, or sublease sublet the whole or grant concessions or licenses or other rights for any part of the occupancy Premies, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of LesseeTenant's obligations hereunder or be deemed to the extent of be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment. In the case of an assignment , transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Agreement Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, 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 Landlord. As a condition to its consent, Landlord shall require Tenant to pay all reasonable expenses in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of assume in writing all of Lessee's duties and the obligations under this Agreement with respect Lease and for Tenant to such Sites from remain liable to Landlord under the Lease. See Paragraphs 55 and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.56

Assignment and Subletting. Provided that, at all times, (ai) Without the prior written consent no Event of Lessor, Lessee may not assign this Agreement or any of Lessee's rights Default (as defined in Section 13.1.) under this Agreement Lease has occurred and is continuing; (ii) the sublease is expressly subject and subordinate to this Lease; and (iii) Tenant shall remain primarily liable for all of Tenant’s obligations under this Lease, Tenant may sublet the Premises, in whole or in part, or without Landlord’s consent (“Permitted Subleases”). Upon any such sublease or grant concessions upon any assignment of this Lease by Tenant, Tenant shall remain primarily liable to Landlord for timely payment and performance of all Rent and other obligations under this Lease. Tenant agrees to promptly notify Landlord in writing of all Permitted Subleases the Tenant enters into under this Lease. Landlord may accept Rent, Additional Rent, and any other sums that may become due under this Lease directly from any subtenant as agent for Tenant and require attornment of such subtenant in the event that this Lease is terminated or licenses fails for any reason whatsoever. Notwithstanding anything contained herein to the contrary, Landlord’s consent shall not be required for, and nothing shall prohibit or restrict any leasehold mortgage entered into by Tenant, or any assignment of this Lease or subletting of a part or the whole of the Premises by Tenant: (i) to an affiliate of Tenant; (ii) in conjunction with any consolidation, reorganization, merger, acquisition, or private placement involving Tenant or any of its affiliate(s); (iii) to any corporation or other rights for business entity purchasing all or substantially all of the occupancy assets of Tenant or use any of its affiliate(s); or (iv) in conjunction with any offering, sale, listing, redemption, hypothecation, conversion, exchange, transfer or other similar disposition of all or any portion of the membership interests of Tenant or any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreementaffiliate(s); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.

Assignment and Subletting. Section 14.1 Except as expressly provided in this Article 14, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (a) Without nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of LessorLandlord in each instance, Lessee which consent may not assign be withheld in Landlord’s sole and absolute discretion. If this Agreement Lease is assigned, or if the Premises or any part thereof are sublet or occupied by anybody other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of Lessee's rights law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Agreement Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in whole any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord, to the extent required hereunder, to any further assignment or subletting. Except as otherwise expressly provided herein, in part, no event shall any permitted subtenant assign or encumber its sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign further sublet all or any portion of its rights with respect sublet space, or otherwise suffer or permit the sublet space or any part thereof to a Site to an Affiliate of Lessee be used or (C) enter into the Severed Leases as contemplated occupied by Section 41; provided that others, without Landlord’s prior written consent in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in each instance, which case pursuant to Section 41(d)consent, from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released fromunreasonably withheld, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect subject to the Sites that are the subject provisions of the assignment will cease and terminate to the extent of such Section 14.6. Any assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee sublease, mortgage, pledge, encumbrance or transfer in contravention of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionArticle 14 shall be void.

Assignment and Subletting. (a) Without A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor sublet, underlet, or suffer or permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Lessorowner in each instance, Lessee may except as expressly hereinafter provided. If this Lease be assigned, whether or not assign this Agreement or any in violation of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement Lease, Owner may collect rent from the assignee. If the Demised Premises be sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Owner may, after default by Tenant and expiration of Tenant's time to cure such default, if any, collect rent from the undertenant or occupant. In either event, owner may apply the net amount collected to the rents herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Article 46, or the acceptance of the assignee, undertenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of Tenant's obligations under this Lease. The consent by Owner to an assignment, mortgaging, subletting, underletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express written consent of Owner to any other agreement between Lesseeor further assignment, Lessor mortgaging, subletting, underletting .or use or occupancy by others not expressly permitted by this Article 46. References in this Lease to use or occupancy by others, that is anyone other than Tenant, shall not be construed as limited to subtenants and Sprint Collocator made in connection with this transactionthose claiming under or through subtenants, but as including also licensees and others claiming under or through Tenant, immediately or remotely.

Assignment and Subletting. Lessee shall not assign 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 (athe agents and servants of Lessee excepted) Without to occupy or use the prior Premises, or any portion thereof, without the written consent of LessorLessor first had and obtained, except that Lessee may not assign sublet office space to their Sales Representatives for a term consistent with the Term of this Agreement or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or any portion of any Site; provided, thatLease, subject to the rights of Lessor and obligations of Lessee in this Lease. Should Lessor cancel this Lease as provided in Section 29 herein, Lessee must immediately cancel the sublease with the Sales Representative. Lessor shall not be responsible to Lessee's Sales Representatives in any required way for exercising the option to cancel. The consent of to this or any Ground Lessor but other assignment, subletting, occupation or use by any other person, shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void, and shall at the consent option of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, terminate this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages assign without the prior consent of Lessor, its rights hereunder to any wholly-owned subsidiary or Affiliate of Align-rite International, Inc., or to any post-Closing purchaser(s) of all of the capital stock of Align-Rite International, Inc. or of substantially all of its assets, and except that Lessor may assign, without the prior consent of Lessee, its rights hereunder to any wholly-owned subsidiary or Affiliate of Harrxx Xxxporation or to any post-Closing purchaser(s) of substantially all of the Semiconductor Business Unit of Harrxx Xxxporation. Notwithstanding the above, Harrxx xxxenants and agrees that in favor the event it sells all or substantially all of its assets related to its semiconductor business (including, but not limited to, its June 3, 1999 announced sale of its semiconductor business to a subsidiary of Sterling Holding Company, Citicorp Venture Capital investment portfolio company), it shall require as a condition of completion of such transaction that the purchaser of such assets, as well as any successors of any Lessee Lendersuch purchaser, in which case enters into an express assumption of this Agreement, as if such purchaser or such successor were the Lessee Lender with respect thereto will have original party to this Agreement, and the right to exercise remedies under form of any such Mortgage assumption agreements shall be reasonably acceptable to Align-Rite. In the event of any such assignments, Harrxx xxxll be deemed to have guaranteed the performance of such purchaser's or successor's obligations hereunder and be responsible therefor. Align-Rite covenants and agrees that in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.the

Assignment and Subletting. (a) Without 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 Sublease Premises, or otherwise transfer, mortgage, pledge, hypothecate or encumber all or any part of Sublessee's interest in this Sublease or in the Sublease Premises or any part thereof, without the prior written consent of Lessor, Lessee may Master Lessor (pursuant to the terms of the Master Lease) and Sublessor (which consent shall not assign this Agreement be unreasonably withheld or any of Lessee's rights delayed). Any attempt to do so without such consent being first had and obtained shall be wholly void and shall constitute a default by Sublessee under this Agreement Sublease. Sublessee hereby irrevocably assigns to Sublessor all Rent and other sums or consideration in whole any form, from any subletting or in partassignment, and agrees that Sublessor, as assignee and as attorney-in-fact for Sublessee, or sublease or grant concessions or licenses or a receiver for Sublessee appointed upon Sublessor's application, may collect such Rent and other rights for sums and apply the occupancy or use same against amounts owing to Sublessor in the event of all or any portion of any SiteSublessee's default; provided, thathowever, subject to any required consent that until the occurrence of any Ground Lessor but without the consent act of Lessordefault by Sublessee or Sublessee's subtenant, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee Sublessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under collect such sums, provided that all sums in excess of the Minimum Monthly Rent set forth herein which any such Mortgage in subtenant covenants to pay shall belong solely and exclusively to Sublessor. Notwithstanding any assignment or subletting, Sublessee shall not be relieved of its obligations hereunder, and a manner consistent with consent to one assignment or subletting shall not constitute a consent to any other assignment or subletting or a waiver of the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionsection.

Assignment and Subletting. (a) Without the prior written consent of Lessor, Lessee may The Tenant will not assign this Agreement or any of Lessee's rights under this Agreement Lease in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of nor sublet all or any portion part of the Premises, nor grant any Site; provided, that, subject license or part with possession of the Premises or transfer to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement other person in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect other right or interest under this Lease (except to a Site to an Affiliate of Lessee parent, subsidiary or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case affiliate of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(dTenant), from and after execution without the prior written consent of a Severance Leasethe Landlord in each instance, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee which consent will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any unreasonably withheld so long as the proposed assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent or sublease complies with the provisions of this Agreement Lease. Notwithstanding any assignment or sublease, the Tenant will remain fully liable on this Lease and will not be released from performing any of the terms, covenants and conditions of this Lease. If the Lease is assigned or if the Premises or any part of the Premises are sublet or occupied by anyone other agreement between Lesseethan the Tenant, Lessor the Landlord may collect rent directly from the assignee, subtenant or occupant, and Sprint Collocator made apply the net amount collected, or the necessary portion of that amount, to the rent owing under this Lease. The prohibition against assigning or subletting without the consent required by this Lease will be constructed to include a prohibition against any assignment or sublease by operation of law. The consent by the Landlord to any assignment or sublease will not constitute a waiver of the necessity of such consent to any subsequent assignment or sublease. Bulk Sale No bulk sale of goods and assets of the Tenant may take place without first obtaining the written consent of the Landlord, which consent will not be unreasonably withheld so long as the Tenant and the Purchaser are able to provide the Landlord with assurances, in connection with a form satisfactory to the Landlord, that the Tenant’s obligations in this transactionLease will continue to be performed and respected, in the manner satisfactory to the Landlord, after completion of the said bulk sale.

Assignment and Subletting. (a) Without 1. Tenant shall not, without the prior written consent of LessorLandlord, Lessee may not (a) assign or encumber this Agreement Lease or any of Lessee's rights interest under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for it; (b) sublet the occupancy or use of all Leased Premises or any portion part thereof; (c) allow any transfer of Tenant's interest herein or any Sitelien upon Tenant's interest by operation of law or otherwise; provided, that, subject to any required consent of any Ground Lessor but without or (d) permit the consent of Lessor, (i) Lessee may lease, sublease, license use or otherwise make available Available Space to Tower Subtenant for the purpose occupancy of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all Leased Premises or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated part thereof by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignmentanyone other than Tenant. In the case event that Tenant, with or without the prior consent of Landlord, does assign or in any manner transfer this Lease or any estate or interest therein, Tenant shall in no way be released from any of its obligations under this Lease. The following shall be deemed to be an assignment of this Agreement Lease within the meaning of this Article: (a) the sale, issuance, or transfer of any voting capital stock of Tenant or of Tenant's permitted assigns and subtenants (if Tenant or such assigns or subtenants be a non-public corporation) which results in a change in the voting control of Tenant or such assigns or subtenants; (b) the sale, issuance, or transfer of any partnership or membership interest in Tenant or in Tenant's permitted assigns and subtenants (if Tenant or such assigns or subtenants be a partnership or limited liability company); and (c) the death or incapacity of Tenant or of Tenant's permitted assigns and subtenants (if Tenant or such assigns or subtenants be a natural person). Tenant shall pay to Landlord, as additional rent, any costs and expenses including reasonable attorney fees incurred by Landlord in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased proposed or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such purported assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any sublease or other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactiontransfer.

Assignment and Subletting. (a) Without Tenant 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 LessorLandlord which consent will not be unreasonably withheld. Tenant agrees to pay to Landlord, Lessee may not as Additional Rent, fifty percent (50%) of all additional rents or additional consideration received by Tenant from its assignees, transferees, or subtenants, in excess over the Tenant's current Basic Rent and Additional Rent (such additional rents or additional consideration to be referred to as "Bonus Rent"), based upon square footage subletted, of the rent payable by Tenant to Landlord hereunder. Tenant shall, by one hundred twenty (120) days' written notice, advise Landlord of its intent to assign this Agreement or transfer Tenant's interest in the Lease or sublet the Premises or any portion thereof for any part of Lessee's rights under the Term hereof. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Agreement Lease, either in whole or in part, or sublease sublet the whole or grant concessions or licenses or other rights for any part of the occupancy Premises, without also having obtained the prior written consent of primary Tenant and Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of LesseeTenant's obligations hereunder or be deemed to the extent of be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment. In the case of an assignment , transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Agreement Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, 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 Landlord. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with any transaction described the assignment and Landlord may require Tenant's assignee or transferee (or other assignees or transferees) to assume in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from writing all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect Lease and for Tenant to remain liable to Landlord under the Lease. Without in any way limiting Landlord's right to refuse to give such Sites from and after the date of the assignment. Notwithstanding the foregoingconsent for any other reason or reasons, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have Landlord reserves the right to exercise remedies under refuse to give such consent, and Tenant agrees that it would not be commercially unreasonable to withhold consent, if in Landlord's reasonable business judgment (a) the transferee is not of a character or is not engaged in a business which is in keeping with the standards of Landlord for the Premises, (b) the purpose for which the transferee intends to use the Premises is in violation of the Lease, or (c) the sublease or assignment does not provide for Landlord's right, at its discretion, to require any such Mortgage in a manner consistent with transferee to perform its obligations under the provisions sublease or assignment agreement directly to Landlord upon the termination of this Agreement the Lease due to an Event of Default by Tenant. Tenant agrees to pay Landlord's reasonable attorneys' fees and any other agreement between Lessee, Lessor and Sprint Collocator made costs incurred in connection with this transactionthe assignment or subletting of the Premises by Tenant, but not more than $1000 for each assignment or subletting. Tenant shall have no responsibility for Landlord's legal expenses if Landlord withholds its consent to an assignment or subletting.

Assignment and Subletting. (a) Without Tenant's interest in the Premises shall be limited to the use and occupancy thereof in accordance with the provisions hereof and shall be non-transferable without Landlord's prior written consent, which consent of Lessorshall not be unreasonably withheld, Lessee may not conditioned or delayed. Any attempts by Tenant to assign this Agreement its interest in the Lease, or any of Lessee's rights under this Agreement to sublet the Premises in whole or in part, or sublease to sell, assign, lien, encumber or grant concessions in any manner transfer this Lease or licenses any interest therein, without Landlord's prior written consent, shall constitute a default hereunder, as shall any attempt by Tenant to assign or delegate the management or to permit the use or occupancy of the Property or the Premises or any part thereof by anyone other rights for than Tenant. Landlord and Tenant acknowledge and agree that the occupancy foregoing provisions have been freely negotiated by the parties hereto and that Landlord would not have entered into this Lease without Tenant's consent to the terms of this Section 9.1. Any attempt by Tenant to assign this Lease or use of to sublet all or any portion of the Premises, to encumber same, or to in any Site; providedmanner transfer, thatconvey or assign Tenant's interest therein without Landlord's prior written consent shall be void ab initio. Notwithstanding anything contained herein to the contrary, subject to any required Tenant may, without the prior consent of any Ground Lessor but without the consent of LessorLandlord, (i) Lessee may leaseassign this Lease or sublet the Premises to any wholly-owned subsidiary of Tenant, subleaseto the parent corporation of Tenant, license or otherwise make available Available Space to Tower Subtenant for the purpose a wholly-owned subsidiary of the installationparent corporation of Tenant, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); or (ii) Lessee may (A) assign this Agreement in whole transfer its capital stock to the parent corporation of Tenant, or in part to any Qualifying Lessee Transferee or (B) assign all or any portion of its rights with respect to a Site to an Affiliate wholly-owned subsidiary of Lessee Tenant or (C) enter into the Severed Leases as contemplated by Section 41of Tenant's parent corporation; provided that that, in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform any such transfer, all of Lessee's obligations hereunder the assets held by Tenant prior to such transfer remain or become assets of the extent of continuing corporation. If Tenant survives as an entity after such assignment. In the case of an assignment of this Agreement in connection with any transaction described in clause (B) above (other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)or sublease, from and after execution of a Severance Lease, Lessee Tenant shall be released from all obligations with respect to the Sites that are leased or pre-leased under such Severance Lease), Lessee will not be released from, and will remain fully and completely primarily liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding tenant under the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in Lease and shall not be released as a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transactionresult thereof.

Assignment and Subletting. (a) Without the prior written consent of LessorExcept as otherwise specifically provided herein, Lessee may Tenant shall not assign Tenant’s interest in this Agreement Lease or any of Lessee's rights under this Agreement in whole or in part, or sublease or grant concessions or licenses or other rights for the occupancy or use of all or sublet any portion of any Site; providedthe Premises (collectively, that“Transfer”) without obtaining in each instance the prior consent of Landlord, subject which consent shall not be unreasonably withheld, conditioned or delayed. Landlord’s consent to any required Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. Notwithstanding a Permitted Transfer or other Transfer consented to by Landlord, Tenant shall remain liable for the full performance of every obligation under this Lease to be performed by Tenant. Any permitted assignee or subtenant pursuant to this Section 16 may change the trade name under which the business operating from the Premises is operated and/or the use of the Premises in accordance with the provisions of Section 7(b) above, including, without limitation, the requirement that Landlord’s consent thereto is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. The acceptance by Landlord of rent or any other sum due hereunder from any person or entity other than Tenant shall not be deemed to be a waiver of any Ground Lessor but without the provision contained herein or a consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part to any Qualifying Lessee Transferee assignment or sublease. Tenant shall reimburse Landlord for its costs and expenses (Bincluding, without limitation, reasonable attorneys’ fees and expenses) assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the Severed Leases as contemplated by Section 41; provided that in the case of the transactions described in clauses (A) and (B) immediately above the assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the extent of such assignment. In the case of an assignment of this Agreement incurred in connection with any transaction described in clause proposed assignment or subletting (B) above (whether or not Landlord consent is granted), other than an assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d)Permitted Transfer, from and after execution within thirty (30) days following receipt of a Severance Lease, Lessee shall be released from all obligations request for reimbursement accompanied by reasonable supporting documentation with respect thereto, but not to the Sites that are leased or pre-leased under such Severance Leaseexceed a maximum reimbursement of One Thousand Dollars ($1,000.00), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the obligations of Lessee under this Agreement with respect to the Sites that are the subject of the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Agreement as to such Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the date of the assignment. Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Agreement and any other agreement between Lessee, Lessor and Sprint Collocator made in connection with this transaction.