Common use of Assignment, Subletting and Encumbrances Clause in Contracts

Assignment, Subletting and Encumbrances. 9.1. Sublessee shall not sublease or mortgage, pledge or otherwise encumber all or any part of the Demised Premises, assign or mortgage this Sublease (by operation of law or otherwise) or permit the Demised Premises to be used or occupied by anyone other than Sublessee, Sublessee's divisions and other Affiliates and Sublessee's licensees, invitees, customers and vendors without the prior written consent of Sublessor and Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Sublessee upon at least 30 days prior written notice to Sublessor and upon Sublessee's obtaining any required consent of Landlord under the Master Lease, may assign this Sublease or sublet all or part of the Demised Premises to (a) an Affiliate of Sublessee, (b) an entity into which Sublessee is merged or consolidated or (c) an entity which acquires all or substantially all of any division of the business or operations of Sublessee. Sublessor hereby consents to that certain Sub-sublease dated as of even date herewith between Sublessee and RCTR, Inc. Any consent by Sublessor and/or Landlord as hereinabove required shall not excuse Sublessee from its obligation to obtain the express written consent of Sublessor and/or Landlord to any further action or matter with respect to which the consent of Sublessor and Landlord is hereinabove required. The term "Affiliate", as used in this Section 9.1, shall have the same meaning as is set forth in the Asset Purchase Agreement. Sublessee expressly acknowledges and agrees that Sublessor's refusal to consent to an assignment or sublease to a competitor of Sublessor shall be deemed a reasonable withholding of consent. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Assignment, Subletting and Encumbrances. 9.1SECTION 16.01. Sublessee Except as set forth below, Tenant shall not sublease or mortgageassign, pledge mortgage or otherwise encumber this Lease, or sublet all or any part of the Demised Premises, assign or mortgage this Sublease (by operation of law or otherwise) or permit the Demised Premises to be used or occupied by anyone other than Sublessee, Sublessee's divisions and other Affiliates and Sublessee's licensees, invitees, customers and vendors without the prior written consent of Sublessor and Landlord in each instance, instance which consent shall not be unreasonably delayed or withheld. No permitted assignment or sublease of the whole or any part of the Demised Premises by Tenant shall in any way release Tenant or affect or reduce any of the obligations of Tenant under this Lease, conditioned but this Lease shall continue in full force and effect, it being the intention and meaning of the parties hereto that Tenant shall be and remain liable to Landlord for any and all acts and omissions of any and all assignees, subtenants and similar occupants. The consent by Landlord to an assignment, encumbrance, or delayedsubletting shall not be construed in any way to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, encumbrance, or subletting. Notwithstanding the foregoing, (i) Tenant shall have the right to assign this Lease or sublease all or a portion of the Demised Premises without Landlord’s consent (x) to any entity with which Tenant shall be merged, consolidated or combined or (y) to any entity which shall purchase all or substantially all of Tenant’s assets or (z) to any subsidiary, parent or affiliate of Tenant or any entity which shall own all or substantially all of Tenant’s outstanding shares or partnership or membership interests or (ii) in the event of an “IPO” as that term is defied in the restated and amended limited partnership agreement of Tenant (the “Limited Partnership Agreement”), Tenant may assign its interest in this Lease or sublease the Demised Premises to those transferees contemplated by Section 4.7(g) of the Limited Partnership Agreement and any majority owned subsidiary of such transferee; provided, however, that Sublessee upon no such assignment or subletting shall relieve Tenant from its obligations or liabilities hereunder. Notwithstanding any of the foregoing, it is expressly understood that, at least 30 days prior written notice all times during the terms of this Lease, Tenant hereunder must be identical to Sublessor and upon Sublessee's obtaining any required consent of Landlord the tenant under the Master Lease, Adamo Drive Lease (although permitted subtenants may assign this Sublease or sublet all or part of the Demised Premises to (a) an Affiliate of Sublessee, (b) an entity into which Sublessee is merged or consolidated or (c) an entity which acquires all or substantially all of any division of the business or operations of Sublessee. Sublessor hereby consents to that certain Sub-sublease dated as of even date herewith between Sublessee and RCTR, Inc. Any consent by Sublessor and/or Landlord as hereinabove required shall not excuse Sublessee from its obligation to obtain the express written consent of Sublessor and/or Landlord to any further action or matter with respect to which the consent of Sublessor and Landlord is hereinabove required. The term "Affiliate", as used in this Section 9.1, shall have the same meaning as is set forth in the Asset Purchase Agreement. Sublessee expressly acknowledges and agrees that Sublessor's refusal to consent to an assignment or sublease to a competitor of Sublessor shall be deemed a reasonable withholding of consent. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDdiffer).

Assignment, Subletting and Encumbrances. 9.1Section 16.01. Sublessee Tenant shall not sublease or mortgageassign, pledge mortgage or otherwise encumber this Lease, or sublet all or any part of the Demised Premisesdemised premises, assign or mortgage this Sublease (by operation of law or otherwise) or permit the Demised Premises to be used or occupied by anyone other than Sublessee, Sublessee's divisions and other Affiliates and Sublessee's licensees, invitees, customers and vendors without the prior written consent of Sublessor and Landlord in each instanceLandlord, which consent shall not may be unreasonably withheld, conditioned or delayedwithheld in Landlord's sole and absolute discretion; provided, however, that Sublessee upon at least 30 days prior written notice to Sublessor and upon Sublessee's obtaining any required consent of Landlord under the Master Lease, Tenant may assign this Sublease Lease to Safeguard Health Enterprises, Inc., a Delaware corporation, or sublet any other wholly-owned subsidiary of Safeguard Health Enterprises, Inc., without the prior consent or approval of Landlord so long as (a) Tenant notifies Landlord upon the occurrence of such assignment, and (b) Tenant remains liable for all of the duties and obligations of "Tenant" hereunder. No permitted assignment or sublease of the whole or any part of the Demised Premises demised premises by Tenant shall in any way affect or reduce any of the obligations of Tenant under this Lease, but this Lease shall continue in full force and effect, it being the intention and meaning of the parties hereto that Tenant shall be and remain liable to (a) an Affiliate of Sublessee, (b) an entity into which Sublessee is merged or consolidated or (c) an entity which acquires Landlord for any and all or substantially all acts and omissions of any division of the business or operations of Sublesseeand all assignees, subtenants and similar occupants. Sublessor hereby consents to that certain Sub-sublease dated as of even date herewith between Sublessee and RCTR, Inc. Any The consent by Sublessor and/or Landlord as hereinabove required to an assignment, encumbrance, or subletting shall not excuse Sublessee be construed in any way to relieve Tenant from its obligation to obtain obtaining the express written consent in writing of Sublessor and/or Landlord to any further action assignment, encumbrance, or matter with respect to which the consent of Sublessor and Landlord is hereinabove requiredsubletting. The term "Affiliate", as used in this Section 9.1, shall have the same meaning as is set forth in the Asset Purchase Agreement. Sublessee expressly acknowledges and agrees that Sublessor's refusal to consent to an assignment or sublease to a competitor of Sublessor shall be deemed a reasonable withholding of consent. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.ARTICLE SEVENTEEN SUBORDINATION -------------

Assignment, Subletting and Encumbrances. 9.1SECTION 16.01. Sublessee Except as set forth below, Tenant shall not sublease or mortgageassign, pledge mortgage or otherwise encumber this Lease, or sublet all or any part of the Demised Premises, assign or mortgage this Sublease (by operation of law or otherwise) or permit the Demised Premises to be used or occupied by anyone other than Sublessee, Sublessee's divisions and other Affiliates and Sublessee's licensees, invitees, customers and vendors without the prior written consent of Sublessor and Landlord in each instance, instance which consent shall not be unreasonably delayed or withheld. No permitted assignment or sublease of the whole or any part of the Demised Premises by Tenant shall in any way release Tenant or affect or reduce any of the obligations of Tenant under this Lease, conditioned but this Lease shall continue in full force and effect, it being the intention and meaning of the parties hereto that Tenant shall be and remain liable to Landlord for any and all acts and omissions of any and all assignees, subtenants and similar occupants. The consent by Landlord to an assignment, encumbrance, or delayedsubletting shall not be construed in any way to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, encumbrance, or subletting. Notwithstanding the foregoing, (i) Tenant shall have the right to assign this Lease or sublease all or a portion of the Demised Premises without Landlord’s consent (x) to any entity with which Tenant shall be merged, consolidated or combined or (y) to any entity which shall purchase all or substantially all of Tenant’s assets or (z) to any subsidiary, parent or affiliate of Tenant or any entity which shall own all or substantially all of Tenant’s outstanding shares or partnership or membership interests, or (ii) in the event of an “IPO” as that term is defined in the restated and amended limited partnership agreement of Tenant (the “Limited Partnership Agreement”), Tenant may assign its interest in this Lease or sublease the Demised Premises to those transferees contemplated by Section 4.7(g) of the Limited Partnership Agreement and any majority owned subsidiary of such transferee; provided, however, that Sublessee upon no such assignment or subletting shall relieve Tenant from its obligations or liabilities hereunder. Notwithstanding any of the foregoing, it is expressly understood that, at least 30 days prior written notice all times during the terms of this Lease, Tenant hereunder must be identical to Sublessor and upon Sublessee's obtaining any required consent of Landlord the tenant under the Master Lease, Hillsborough Avenue Lease (although permitted subtenants may assign this Sublease or sublet all or part of the Demised Premises to (a) an Affiliate of Sublessee, (b) an entity into which Sublessee is merged or consolidated or (c) an entity which acquires all or substantially all of any division of the business or operations of Sublessee. Sublessor hereby consents to that certain Sub-sublease dated as of even date herewith between Sublessee and RCTR, Inc. Any consent by Sublessor and/or Landlord as hereinabove required shall not excuse Sublessee from its obligation to obtain the express written consent of Sublessor and/or Landlord to any further action or matter with respect to which the consent of Sublessor and Landlord is hereinabove required. The term "Affiliate", as used in this Section 9.1, shall have the same meaning as is set forth in the Asset Purchase Agreement. Sublessee expressly acknowledges and agrees that Sublessor's refusal to consent to an assignment or sublease to a competitor of Sublessor shall be deemed a reasonable withholding of consent. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDdiffer).