Common use of Permitted Assignments Clause in Contracts

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. Notwithstanding the foregoing, Tenant (i) Any Lender (each such assigning Lender under this Section 13.3 being a “Seller”) may, without Landlord’s prior written consent: in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Borrower or any Subsidiary thereof; of its Affiliates) that are U.S. Qualified Persons (“Purchasers”) all or (b) assign or transfer all a portion of its rights and obligations under this Agreement and the Master Lease other Loan Documents (either directly or indirectlyincluding, by operation without limitation, its Revolving Loan Commitment, all Loans owing to it, all of law or through its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this Section 13.3. Each assignment shall be of a merger or other corporate transaction) to any other solvent corporationconstant, partnershipand not a varying, limited liability company or other legal entity that (1) acquires all or substantially ratable percentage of all of the assets Seller’s rights and obligations under this Agreement. Such assignment shall be substantially in the form of TenantExhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller’s Parentrights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves loans and commitments in an 121 aggregate amount of at least $5,000,000 (2) is or, if less, all of such Lender’s rights and obligations under the surviving entity Loan Documents, and which minimum amount shall not apply to any assignment between Lenders. The written consent of the Administrative Agent, and, prior to the occurrence of a merger Default, and only with Tenant’s Parentrespect to any assignment other than to another Lender, or the Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld or delayed), (2) and (3)shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, provided the surviving entity has a net worth an Affiliate of not less than the net worth such assigning Lender or Approved Fund of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionassigning Lender; provided, that in each case no consent of the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Borrower shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply in connection with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply assignment by any Lender consummated after consultation with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to Borrower during the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSyndication Period.

Permitted Assignments. Notwithstanding Section 16.2 above, (i) either Party may transfer or assign its rights, benefits and obligations under this Agreement to an Affiliate; provided, that if requested by Purchaser, Supplier shall execute and deliver a guaranty of the foregoingperformance hereunder by such an assignee, Tenant may(ii) Purchaser may assign its rights, benefits and obligations under this Agreement to any purchaser of the Project; provided, that Purchaser may not transfer or assign this Agreement in whole or in part to a wind turbine design or manufacturing competitor of Supplier without the prior written consent of Supplier, which consent may be withheld in Supplier’s sole discretion and which may be conditioned upon the creditworthiness of the purchaser, (iii) Supplier is authorized to subcontract any portion of its duties under this Agreement to a third party or to delegate its obligations hereunder, in the ordinary course of its business, without Landlordreducing the scope of Supplier’s undertakings, obligations, and commitments to Purchaser, provided that Supplier agrees that it will not use any supplier for any Major Turbine Components not listed on Exhibit H without Purchaser’s advance written consent, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) a Party, without the consent of the other Party, may assign its interest in this Agreement to a lender, collateral trustee, security trustee or similar entity as collateral security for any financing entered into by the assigning Party, including a lease financing. The non- assigning Party shall, upon fifteen (15) days’ prior written consent: (a) request from the assigning Party, execute a consent containing customary terms and conditions, to any such collateral assignment Further, notwithstanding Section 16.2 above, Purchaser shall have the right to assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer no less than all of its rights rights, duties and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Turbine Supply Documents to any other solvent corporationthird party, partnershipsubject to, limited liability company or other legal entity that (1) acquires all or substantially all and conditioned upon, the prior written consent of the assets of Tenant’s ParentSupplier, (2) is the surviving entity of a merger with Tenant’s Parentwhich shall not be unreasonably withheld, conditioned, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), delayed; provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except however that any such Unrelated Successor Tenant shall not be required to operate assignment is conditioned upon the receipt of a “Sears” or “Kmart” Store, but shall otherwise comply with all guarantee for the benefit of Supplier of the provisions performance of Sections 7.2 and 7.3). In the case of any such assignmentcontract obligations, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) including payment security, in a written instrument for the express benefit of Landlord form acceptable to Supplier, in form its sole and content reasonably satisfactory absolute discretion. Any such assignment to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor third party also shall be subject to the following: (i) prior to the effectiveness of such assignment, the third party assignee shall agree to revisions to the Turbine Supply Documents as determined by Supplier to be reasonably necessary, to effect the purchase and installation of the Turbines by the third party assignee at a project site to be determined between Supplier and any such third party assignee, (ii) the third party assignee shall assume all of the duties, obligations, restrictions and covenants of Purchaser under the Turbine Supply Documents, as revised, (iii) any monies or other consideration received by, or otherwise payable to, Purchaser from the third party assignee in connection with such assignment, in excess of the Down Payment and any Progress Payments actually paid by Purchaser to Supplier, other than the reasonable approval actual documented expenses incurred by Purchaser in connection with the assignment of Landlord the Turbine Supply Documents to the third party, shall be paid to Supplier and Landlord Mortgagee(iv) Purchaser shall pay to Supplier all of Supplier’s costs associated with such assignment from Purchaser to the third party assignee, including but not limited to all of Supplier’s costs (including reasonable legal fees) incurred in connection with the revision of the Turbine Supply Documents, within thirty (30) days of receipt of an applicable invoice from Supplier.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 13.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents (unless otherwise agreed by the Agent) and, in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the transferor Lender’s Revolver Commitments and any related Revolver Loans; (b) [Reserved]; (c) the written consent of (i) the Administrative Borrower and the Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) each Fronting Bank (such consent not to be unreasonably withheld or indirectlydelayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, by operation the Swingline Lender (such consent not to be unreasonably withheld or delayed) is obtained, (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance and the Agent shall promptly send to the relevant Borrowers a copy of law that Assignment and Acceptance and (e) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a merger greater payment results from a Change in Law that occurs after the New Lender acquired the applicable interest. The Agent shall not be responsible or other corporate transactionhave any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any ‎Disqualified Institution. The Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other solvent corporationcentral bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, partnershiphowever, limited liability company or other legal entity that (1) acquires such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all or substantially all of the assets of Tenant’s Parentpurposes hereunder, (2) is the surviving entity of a merger Borrowers, the Agent, the other Lenders and the Fronting Banks shall continue to deal solely and directly with Tenantsuch Lender in connection with such Lxxxxx’s Parentrights and obligations under this Agreement, or (3) results from a consolidationany payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided 4) no such assignment shall release the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s assigning Lender from its obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageehereunder.

Permitted Assignments. Notwithstanding the foregoingAny Lender may at any time assign to one or more banks or other entities (“Purchasers”), Tenant mayother than an Ineligible Institution, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit D or in such other form as may be agreed to by the parties thereto (either directly each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or indirectlyan Approved Fund shall, unless otherwise consented to in writing by operation of law or through a merger or other corporate transaction) the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (provided that the Company shall be deemed to have consented to any other solvent corporation, partnership, limited liability company or other legal entity that such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (110) acquires all or substantially all of the assets of Tenant’s Parent, Business Days after having received notice thereof) (2i) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignmentassignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (xunless each of the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) each Lease Guarantor be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Leaseii) in a written instrument for the express benefit case of Landlord any assignment of any Term Loan, either be in form and content reasonably satisfactory an amount equal to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use entire outstanding principal amount of the Demised Premises, except as expressly set forth above, shall continue to comply with Term Loans of the requirements assigning Lender or (unless each of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) aboveAdministrative Agent and, if no Default has occurred and is continuing, the identity and creditworthiness Company otherwise consents) be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. The amount of the successor tenant and successor Lease Guarantor assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations subject to the reasonable approval assignment, determined as of Landlord and Landlord Mortgageethe date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the FRB and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iii) any payment by the requirements Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this Master Leasesentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, including without limitation all and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Landlord Loans and all obligations termination of Tenant Commitments pursuant to Section 11.2 in connection with implementation of the Reallocation Agreement following a Designation Date. Notwithstanding the foregoing, assignment of Loans or LC Obligations with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect European Borrower pursuant to subdivision (b) above, this Section 13.3.1 shall only be permitted if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Person to the reasonable approval of Landlord and Landlord Mortgageewhom Loans or LC Obligations are assigned is a Non-Public Lender.

Permitted Assignments. Notwithstanding the foregoing, Tenant (i) Any Lender (each such assigning Lender under this Section 13.3 being a "SELLER") may, without Landlord’s prior written consent: in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Borrower or any Subsidiary thereof; of its Affiliates) that are U.S. Qualified Persons ("PURCHASERS") all or (b) assign or transfer all a portion of its rights and obligations under this Agreement and the Master Lease other Loan Documents (either directly or indirectlyincluding, by operation without limitation, its Revolving Loan Commitment, all Loans owing to it, all of law or through its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this Section 13.3. Each assignment shall be of a merger or other corporate transaction) to any other solvent corporationconstant, partnershipand not a 122 varying, limited liability company or other legal entity that (1) acquires all or substantially ratable percentage of all of the assets Seller's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Tenant’s ParentExhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves loans and commitments in an aggregate amount of at least $5,000,000 (2) is or, if less, all of such Lender's rights and obligations under the surviving entity Loan Documents, and which minimum amount shall not apply to any assignment between Lenders. The written consent of the Administrative Agent, and, prior to the occurrence of a merger Default, and only with Tenant’s Parentrespect to any assignment other than to another Lender, or the Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld or delayed), (2) and (3)shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, provided the surviving entity has a net worth an Affiliate of not less than the net worth such assigning Lender or Approved Fund of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionassigning Lender; provided, that in each case no consent of the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Borrower shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply in connection with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply assignment by any Lender consummated after consultation with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to Borrower during the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSyndication Period.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to a Qualified Bank (a) assign this Master Lease or, while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, to Tenant’s Parent any Person (other than a natural person, the Company, Borrower or any Subsidiary Affiliate thereof; )) (“Purchaser”) all or (b) assign or transfer all any part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit H or in such other form as may be agreed to by the parties thereto (either directly or indirectlyan “Assignment and Assumption”). Except as otherwise hereinafter provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets of Tenant’s Parent, Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (2) is except in the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the consent of the Borrower only, an assignment to an Affiliate of such Lender, another Lender or an Affiliate of such other Lender thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (1except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (2a) and each such assignment shall (3), provided unless it is an assignment of a Lender’s entire interest in the surviving entity has a net worth of Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the net worth Term Loans of Tenant’s Parent a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) twenty-five percent (25%) of the Term Loans held by such Lender on the Closing Date or as of immediately prior any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such merger lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or other corporate transaction8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that Borrower shall be deemed to have consented to any such Unrelated Successor Tenant assignment unless it shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a object thereto by written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect notice to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Administrative Agent within eight (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee8) calendar days after having received written notice thereof.

Permitted Assignments. Notwithstanding Section 16.2 above, (i) either Party may transfer or assign its rights, benefits and obligations under this Agreement to an Affiliate; provided, that if requested by Purchaser, Supplier shall execute and deliver a guaranty of the foregoingperformance hereunder by such an assignee, Tenant may(ii) Purchaser may assign its rights, benefits and obligations under this Agreement to any purchaser of the Project; provided, that Purchaser may not transfer or assign this Agreement in whole or in part to a wind turbine design or manufacturing competitor of Supplier without the prior written consent of Supplier, which consent may be withheld in Supplier’s sole discretion and which may be conditioned upon the creditworthiness of the purchaser, (iii) Supplier is authorized to subcontract any portion of its duties under this Agreement to a third party or to delegate its obligations hereunder, in the ordinary course of its business, without Landlordreducing the scope of Supplier’s undertakings, obligations, and commitments to Purchaser, provided that Supplier agrees that it will not use any supplier for any Major Turbine Components not listed on Exhibit H without Purchaser’s advance written consent, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) a Party, without the consent of the other Party, may assign its interest in this Agreement to a lender, collateral trustee, security trustee or similar entity as collateral security for any financing entered into by the assigning Party, including a lease financing. The non-assigning Party shall, upon fifteen (15) days prior written consent: (a) request from the assigning Party, execute a consent containing customary terms and conditions, to any such collateral assignment. Further, notwithstanding Section 16.2 above, Purchaser shall have the right to assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer no less than all of its rights rights, duties and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Turbine Supply Documents to any other solvent corporationthird party, partnershipsubject to, limited liability company or other legal entity that (1) acquires all or substantially all and conditioned upon, the prior written consent of the assets of Tenant’s ParentSupplier, (2) is the surviving entity of a merger with Tenant’s Parentwhich shall not be unreasonably withheld, conditioned, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), delayed; provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except however that any such Unrelated Successor Tenant shall not be required to operate assignment is conditioned upon the receipt of a “Sears” or “Kmart” Store, but shall otherwise comply with all guarantee for the benefit of Supplier of the provisions performance of Sections 7.2 and 7.3). In the case of any such assignmentcontract obligations, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) including payment security, in a written instrument for the express benefit of Landlord form acceptable to Supplier, in form its sole and content reasonably satisfactory absolute discretion. Any such assignment to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor third party also shall be subject to the following: (i) prior to the effectiveness of such assignment, the third party assignee shall agree to revisions to the Turbine Supply Documents as determined by Supplier to be reasonably necessary, to effect the purchase and installation of the Turbines by the third party assignee at a project site to be determined between Supplier and any such third party assignee, (ii) the third party assignee shall assume all of the duties, obligations, restrictions and covenants of Purchaser under the Turbine Supply Documents, as revised, (iii) any monies or other consideration received by, or otherwise payable to, Purchaser from the third party assignee in connection with such assignment, in excess of the Down Payment and any Progress Payments actually paid by Purchaser to Supplier, other than the reasonable approval actual documented expenses incurred by Purchaser in connection with the assignment of Landlord the Turbine Supply Documents to the third party, shall be paid to Supplier and Landlord Mortgagee(iv) Purchaser shall pay to Supplier all of Supplier’s costs associated with such assignment from Purchaser to the third party assignee, including but not limited to all of Supplier’s costs (including reasonable legal fees) incurred in connection with the revision of the Turbine Supply Documents, within thirty (30) days of receipt of an applicable invoice from Supplier.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3.1. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or indirectlyan Affiliate thereof; provided, by operation however, that if an Event of law or through a merger or other corporate transaction) Default has occurred and is continuing, the consent of the Borrower shall not be required; provided further that the Borrower shall be deemed to have consented to any other solvent corporation, partnership, limited liability company such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Such consent shall not be unreasonably withheld or other legal entity that delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (1) acquires all or substantially all unless each of the assets of Tenant’s Parent, (2Borrower and the Administrative Agent otherwise consents) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, be in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of an amount not less than the net worth lesser of Tenant(i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Parent Commitment (calculated as at the date of immediately prior such merger assignment) or other corporate transactionoutstanding Loans (if the applicable Commitment has been terminated). The consent of the Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). The consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment hereunder. No such assignment shall be made to (A) a natural person, after giving effect (B) the Borrower or any of its respective Affiliates or Subsidiaries or (C) to any financing provided Defaulting Lender or contemplated in such merger any of its Subsidiaries, or corporate transaction; providedany Person who, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinupon becoming a Lender hereunder, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that would constitute any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) foregoing Persons described in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeclause.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 12.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parent, rights and obligations under the Loan Documents (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1unless otherwise agreed by Agent), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assignments hereunder shall not be required to operate be made on a “Sears” or “Kmart” Storepro rata basis between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, but shall in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise comply with agreed by Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the provisions transferor Lender’s Revolver Commitments and any related Revolver Loans of Sections 7.2 a given Facility; (b) the written consent of (i) the Administrative Borrower and 7.3). In Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, each Fronting Bank under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained; (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender assigns or transfers any such of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, (x) each Lease Guarantor (transfer or change occurs, a relevant Borrower would be obliged to make a payment to the successor New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to each Lease Guarantor) shall reaffirm receive payment under Section 3.7 to the Lease Guaranty (same extent as the existing Lender or Lender acting through its previous Lending Office would have been if it is the assignment, transfer or change had not occurred, except to the successor extent such entitlement to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofgreater payment results from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any ‎Disqualified Institution. Agent is hereby authorized by the use Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Demised PremisesBoard of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, except as expressly set forth abovehowever, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to comply deal solely and directly with the requirements of such Lender in connection with such Lender’s rights and obligations under this Master LeaseAgreement, including without limitation all rights of Landlord and all obligations of Tenant with respect (3) any payment by Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and the 100% Recapture Property and (z4) with respect to subdivision (b) above, if no such assignment shall release the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionCredit Documents; provided, however, that in each the case of an assignment to an entity which is not a Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount of the successor tenant or successor Tenant Party lesser of (if not the named Tenant herein, the “Unrelated Successor Tenant”i) assumes $5,000,000.00 and (ii) all of such Tenant’s obligations under Lender's Commitments and Advances of the Master Lease Class being assigned. Subject to the minimum amount set forth in the preceding sentence, any Lender making such an assignment may assign any percentage of a Class of Advances and its Commitments related thereto without respect to the percentage assigned, if any, of any other Class of Advances and related Commitments. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline Advances to the assignee or an appropriate affiliate of the assignee equal to the same portion of the Revolving Commitments and Revolving Advances sold to such Assignee. No Swingline Bank may assign any portion of its Swingline Advances unless it or its affiliate which has a Revolving Commitment assigns the same portion of such Lender's Revolving Commitments and Revolving Advances to the Person or an affiliate of the Person purchasing the assignment from such Swingline Bank. Such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit A or in such other form as may be agreed to by the parties thereto (except that any such Unrelated Successor Tenant "Assignment and Acceptance"). The consent of the Administrative Agent and, so long as no Default is continuing, the Company shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Such consent shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeunreasonably withheld.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iii) any payment by the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and no such assignment shall release the 100% Recapture Property assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Loans and (z) termination of Commitments pursuant to Section 11.2 in connection with respect to subdivision (b) above, if the identity and creditworthiness implementation of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeReallocation Agreement following a Designation Date.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender other than any Conduit Lender may, without Landlord’s prior written consent: in accordance with applicable law, at any time make assignments to additional banks or other entities (aeach a "Purchaser") assign this Master Lease to Tenant’s Parent of all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents; provided that, unless otherwise agreed by the Borrower and the Administrative Agent (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1which agreement shall not be unreasonably withheld), (2i) no such assignment shall be to a Purchaser other than any Lender or any Affiliate of a Lender, and (3), provided the surviving entity has ii) no such assignment to a net worth Purchaser (other than any Lender or an Affiliate of not a Lender) shall be in an aggregate principal amount of less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction$5,000,000, and, after giving effect to any financing provided or contemplated such assignment, such assigning Lender shall have Revolving Commitments and Loans in such merger or corporate transaction; providedan aggregate amount of at least $5,000,000, that in each case described in this clause (ii) except in the successor tenant or successor Tenant Party (if not case of an assignment of all of a Lender's interests under this Agreement. For purposes of the named Tenant hereinproviso contained in the preceding sentence, the “Unrelated Successor Tenant”) assumes all amount described therein shall be aggregated in respect of each Lender and its Affiliates, if any. Any assignment under this Section 12.3 shall be substantially in the form of Exhibit "C" hereto or in such Tenant’s obligations under other form as may be agreed to by the Master Lease (except that any such Unrelated Successor Tenant parties thereto. If an acceleration of the Obligations has occurred and is continuing, the consent of the Borrower shall not be required prior to operate an assignment becoming effective. Notwithstanding anything in this Article XII to the contrary, nothing in this Agreement shall prohibit or limit the right of any Lender to make assignments (and no consent shall be required in connection with such assignments) of all or any part of its interests under the Loan Documents (i) to a “Sears” Purchaser which is a Lender or “Kmart” Storean Affiliate thereof and (ii) after the occurrence and during the continuance of an acceleration of the Obligations, but shall otherwise comply with to any Purchaser. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Administrative Agent any or all of the provisions of Sections 7.2 Loans it may have funded hereunder and 7.3). In pursuant to its designation agreement and without regard to the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly limitations set forth above, shall continue to comply with in the requirements first sentence of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSection 12.3.1.

Permitted Assignments. Notwithstanding the foregoingprovisions of Section 19.1, Tenant maythe current holders of all of the issued and outstanding capital stock of the Lessee may transfer such capital stock of Lessee to the Guarantor (or, without Landlord’s prior written consentat the option of the Guarantor, to a wholly-owned Subsidiary of the Guarantor), subject to the Liens created by the Stock Pledge Agreement, pursuant to the terms and conditions of the BCC Option Agreement (the "Stock Transfer"); provided that: (a) assign this Master at the time of the consummation of the Stock Transfer, no Lease to Tenant’s Parent or Default shall have occurred (excluding any Subsidiary thereof; or Lease Default which has been waived, in writing, by Lessor), nor any event which, with the giving of notice and/or the passage of time, could result in a Lease Default and (b) assign prior to or transfer simultaneously with the consummation of the Stock Transfer, the Guarantor shall have delivered to Lessor (i) a guaranty of the Lease Obligations executed by the Guarantor (the "BCC Guaranty"), in form and substance acceptable to Lessor (and, without limiting the foregoing, the BCC Guaranty shall include the financial covenants set forth in Section 10.9 of the Working Capital Assurance Agreement), (ii) a fully-executed Stock Pledge Agreement, in a form substantially similar to the Pledge Agreement, executed by the Guarantor (or, if applicable, the wholly-owned Subsidiary of the Guarantor to which the issued and outstanding stock of the Lessee is to be transferred) granting to Lessor a first priority security interest in all of its rights the issued and outstanding shares of capital stock of Lessee (the "BCC Stock Pledge"), (iii) the stock certificate(s) evidencing such pledged shares, along with stock power(s) (in a form acceptable to Lessor) duly endorsed in blank and (iv) a legal opinion, in form and substance satisfactory to Lessor (1) evidencing the authority of the Guarantor to execute and deliver the BCC Stock Pledge, the BCC Guaranty and such stock powers and the enforceability of such documents and (2) stating whether any notices to and/or approvals from any Governmental Authority (or other Person) are required for such transfer and, if so, that such notices and approvals have been sent and/or obtained, as the case may be. From and after the consummation of the Stock Transfer, in accordance with the terms hereof and the terms of the Working Capital Loan Agreement, and the satisfaction of the conditions set forth in this Section 19.4, the Related Party Obligations shall include all "Related Party Obligations" as defined under the State College Lease; provided, however, that, except as otherwise provided within the definition of the term "Related Parties" in Article 2 hereof, the consummation of the Stock Transfer shall have no effect whatsoever on the Related Leases, the Tenant Parties or any terms, conditions or other provisions set forth herein or in any of the other Lease Documents relating thereto. In connection with the consummation the Stock Transfer, the Lessee shall have the option, exercisable by written notice to the Lessor ten (10) Business Days prior to the Stock Transfer, to request that the Lessor advance, under the Leasehold Improvement Agreement, a lump sum payment (the "Working Capital Payoff") equal to the total outstanding principal amount and all accrued interest and other sums payable under the Note. The Working Capital Payoff shall be used to pay the entire principal balance then remaining unpaid, together with accrued and unpaid interest thereon and any costs, charges and other amounts due under the Note (without any penalty or premium) and, upon any such advance of the Working Capital Payoff by Lessor, Base Rent shall be adjusted accordingly and the Cash Collateral held under the Deposit Pledge Agreement shall also be adjusted to reflect the adjusted Base Rent hereunder (i.e., so that the Cash Collateral then held under the Deposit Pledge Agreement equals 3 monthly payments of Base Rent as adjusted). The Working Capital Payoff shall be due and payable simultaneously with the consummation of the Stock Transfer. In the event the Lessee does not elect to request Lessor to advance the Working Capital Payoff under the Leasehold Improvement Agreement, the Working Capital Payoff shall nevertheless be due and payable simultaneously with the consummation of the Stock Transfer (from other funds of Pledgor) so that the outstanding obligations under the Master Lease Note may be paid in full (either directly without penalty or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1premium), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all Note are due and payable as of the provisions date of Sections 7.2 and 7.3)the consummation of the Stock Transfer. In If Lessor does not advance the case of any such assignment, (x) each Lease Guarantor (or Working Capital Payoff to satisfy the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant outstanding obligations under the Master Lease) Note, there shall be no adjustment to Base Rent in a written instrument for connection with the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use satisfaction of the Demised Premises, except as expressly set forth above, shall continue to comply with outstanding obligations under the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeNote.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more financial institutions, mutual funds, insurance companies or other entities engaged in the business of extending credit for borrowed money (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly Loan Documents. Such assignment shall be substantially in the form of Exhibit C or indirectly, in such other form as may be agreed to by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the parties thereto. The consent of the assets Company and the Administrative Agent and the LC Issuer shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof or an Approved Fund; provided, however, that if a Default has occurred and is continuing, the consent of Tenant’s Parent, the Company shall not be required. Such consent shall not be unreasonably withheld or delayed. The assignor shall give prompt written notice to the Company of any assignment becoming effective without the consent of the Company. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (2unless each of the Company and the Administrative Agent otherwise consents) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, be in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of an amount not less than the net worth lesser of Tenant(i) $5,000,000 and in multiples of $1,000,000 or (ii) the remaining amount of the assigning Lender’s Parent Commitment (calculated as at the date of immediately prior such merger assignment) or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party outstanding Loans (if not the named Tenant hereinapplicable Commitment has been terminated). If any Lender assigns a part of its rights and obligations in respect of its Dollar Loans and/or its Dollar Commitment under this Agreement to a Purchaser other than a Lender or an Affiliate thereof, such Lender shall assign proportionate interests in its respective Multicurrency Loans and Multicurrency Commitment and other related rights and obligations hereunder to such Purchaser, and if any Lender assigns a part of its rights and obligations under this Agreement in respect of its Multicurrency Loans and/or Multicurrency Commitments to a Purchaser other than a Lender or an Affiliate thereof, such Lender shall assign proportionate interests in its Dollar Loans and Dollar Commitments to such Purchaser. Any assignment of an Alternate Currency Loan shall be for the “Unrelated Successor Tenant”) assumes all entire amount of such Tenant’s obligations under the Master Lease (except that any Alternate Currency Loan of such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeLender.

Permitted Assignments. Notwithstanding the foregoing, Tenant mayAny Lender (or any Lender together with one or more other Lenders) may (x) assign all or a portion of its Commitments (and related outstanding Obligations) (including, without Landlordlimitation, Facility C Loans) (i) to one or more other Lenders or to such assigning Lender’s prior written consent: (a) assign this Master Lease to Tenant’s Parent parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or any Subsidiary thereof; its parent company or (bii) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed by the same investment advisor or such assignment, (x) each Lease Guarantor (Lender or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit by an Affiliate of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, such investment advisor or (y) assign all or, if less than all, a portion equal to at least $5,000,000 in the use aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Leaseforegoing $5,000,000 minimum limitation but not for any other purpose, including without limitation all rights the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of Landlord such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an assignment and all obligations assumption agreement (“Assignment and Assumption Agreement”) substantially in form of Tenant Exhibit V (appropriately completed), provided that (i) at such time Schedule I shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be) of such new Lender or the existing Lenders, (ii) upon surrender of the relevant Notes, new Notes will be issued by the Borrower to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (but the Borrower shall not be obligated to pay the Administrative Agent’s or any Lender’s costs and expenses with respect to the Recapture Spaceissuance of such Note or Notes unless the assignment is made pursuant to Section 2.27), Additional Recapture Space (iii) the consent of the Administrative Agent shall be required in connection with any assignment (which consent shall not be unreasonably withheld), (iv) unless an Event of Default has occurred and is continuing, the 100% Recapture Property consent of the Borrower shall be required in connection with any assignment of Commitments to an assignee pursuant to clause (y) above (which consent shall not be unreasonably withheld), and (zv) the Administrative Agent shall receive at the time of each such assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register pursuant to Section 13.07. To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeits assigned Commitments.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other Persons (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its Revolving Loan Commitment and outstanding Loans and interests in the Letters of Credit, together with its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents with respect thereof; provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporationhowever, partnership, limited liability company or other legal entity that (1i) acquires all or substantially each such assignment shall be of a constant, and not a varying percentage of all of the assets assigning Lender’s rights and obligations so assigned; (ii) the amount of Tenantthe Revolving Loan Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the amount of such Lender’s Parent, entire Revolving Loan Commitment but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (2iii) is notwithstanding the surviving entity of a merger with Tenant’s Parent, or foregoing clause (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1ii), (2A) and (3), provided if the surviving entity has assignment is made to a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinLender, the “Unrelated Successor Tenant”) assumes all amount of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Revolving Loan Commitment assigned shall not be required less than $5,000,000 or an integral multiple thereof and (B) if the assignment is made pursuant to operate a “Sears” or “Kmart” StoreSection 3.14, but shall otherwise comply with all the Revolving Loan Commitment assigned may be in the amount of the provisions relevant Lender’s entire remaining Revolving Loan Commitment; (iii) the amount of Sections 7.2 and 7.3). In the case Term A Loans or Term B Loans of any the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the amount of such Lender’s entire Term B Loans but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (iv) notwithstanding the foregoing clause (iii), (xA) each Lease Guarantor (or if the successor assignment is made to each Lease Guarantor) shall reaffirm a Lender, the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use amount of the Demised PremisesTerm A Loans or Term B Loans assigned shall not be less than $5,000,000 or an integral multiple thereof and (B) if the assignment is made pursuant to Section 3.14, except Term A Loans or Term B Loans assigned may be in the amount of the relevant Lender’s entire remaining outstanding principal amount of such Term A Loans or Term B Loans. Any such assignment shall be substantially in the form of Exhibit E hereto or in such other form as expressly set forth above, may be agreed to by the parties thereto. The consent of the Senior Administrative Agent shall continue be required prior to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant an assignment becoming effective with respect to the Recapture Spacea Purchaser which is not a Lender. Such consent shall not be unreasonably withheld. So long as no Potential Default or Event of Default has occurred and is continuing, Additional Recapture Space any assignment of Revolving Loans and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor Revolving Loan Commitments shall be subject made to the reasonable approval of Landlord and Landlord Mortgageean Eligible Assignee.

Permitted Assignments. Notwithstanding the foregoingSubject to its compliance with Section 14.3.2, Tenant a Lender may, without Landlord’s prior written consent: (a) in accordance with Applicable Law, at any time assign this Master Lease to Tenant’s Parent any Eligible Assignee all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, so long as (either directly or indirectlyi) each assignment is of a constant, by operation and not a varying, ratable percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, (2) is in the surviving entity case of a merger with Tenant’s Parentpartial assignment, is in a minimum principal amount of $5,000,000 (or (3) results from a consolidation, reorganization or recapitalization $1,000,000 in the case of Tenant’s Parent with a solvent corporation, partnership or other legal entityan assignment between Lenders), in each either case unless otherwise agreed by Agent in its sole discretion, and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of subclauses (1)an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all aggregate amount of the provisions Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of Sections 7.2 and 7.3). In a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the case of any such assignment, Obligations to (x) each Lease Guarantor (any Federal Reserve Bank or the successor United States Treasury as collateral security pursuant to each Lease Guarantor) shall reaffirm Regulation A of the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit Board of Landlord in form Governors and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofany Operating Circular issued by such Federal Reserve Bank, or (y) direct or indirect contractual counterparties in swap agreements relating to the use Loans, provided that any payment by Borrowers to the assigning Lender in respect of the Demised Premises, except as expressly set forth above, shall continue to comply any assigned Obligations in accordance with the requirements terms of this Master Lease, including without limitation all rights Agreement shall satisfy Borrowers’ obligations hereunder in respect of Landlord and all obligations of Tenant with respect such assigned Obligations to the Recapture Spaceextent of such payment, Additional Recapture Space and no such assignment shall release the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding Any Lender, in the foregoingordinary course of its business and in accordance with applicable law, Tenant mayat any time, without Landlord’s prior written consent: (a) may assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; portion (greater than or (bequal to $10,000,000 per assignee) assign or transfer all of its rights and obligations under the Master Lease Credit Documents, provided that unless such Lender sells its entire interest, it must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest other than participations where the Lender, Documentation Agent or Administrative Agent retains full voting control). Notwithstanding the foregoing provision, any assignment by a Lender to another Lender in the Facility or an Affiliate thereof or an Affiliate of the assigning Lender shall not be subject to either directly the $10,000,000 minimum assignment amount or indirectly, the requirement set forth below regarding Reimbursement Obligor's consent or the fee in SECTION 14.3.2(ii). If the Aggregate Commitment is reduced the references to $10,000,000 contained in this SECTION 14.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a "PURCHASER". Such assignment shall be substantially in the form of EXHIBIT D hereto or in such other form as may be agreed to by operation the parties thereto (the "ASSIGNMENT"). The consent of law or through a merger or other corporate transaction) the Issuing Bank to any other solvent corporationsuch assignment shall be required. So long as no Default has occurred and is continuing, partnership, limited liability company or other legal Reimbursement Obligor's consent shall also be required for any assignment provided that if such assignment is to an entity that (1) acquires is a "Qualified Lender", such consent shall not be unreasonably denied or delayed. "QUALIFIED LENDER" shall mean an institution with assets over $5,000,000,000.00 that is generally in the business of making loans comparable to the Loans made under this Facility and that maintains an office in the United States. Any Lender which is an Arranger, Documentation Agent, or Administrative Agent may make an assignment only if it first resigns its status as Arranger, Documentation Agent, or Administrative Agent as the case may be or if it obtains the consent of Reimbursement Obligor and any Lender which after such assignment would have a Percentage greater than the new Percentage of the Lender making the assignment. Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or substantially all any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor of any Federal Reserve Bank in accordance with Regulation A of the assets Board of Tenant’s Parent, (2) is Governors of the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3Federal Reserve System), provided that no such security interest or the surviving entity has a net worth of not less than exercise by the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case secured party of any of its rights thereunder shall release Lender from its funding obligations hereunder and such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) Lender shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation retain all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageevoting rights.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 13.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parent, rights and obligations under the Loan Documents (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1unless otherwise agreed by Agent), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assignments hereunder shall not be required to operate be made on a “Sears” or “Kmart” Storepro rata basis between the Canadian Revolver Commitments and the U.S. Revolver Commitments of a transferor Lender) and, but shall in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise comply with agreed by Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the provisions transferor Lender’s Revolver Commitments and any related Revolving Loans of Sections 7.2 a given Facility; (b) [Reserved]; (c) the written consent of (i) the Administrative Borrower and 7.3). In Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, each Fronting Bank under the applicable Facility (such consent not to be unreasonably withheld or delayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the applicable Facility (such consent not to be unreasonably withheld or delayed) is obtained, and (d) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (e) if a Lender assigns or transfers any such of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable interest. Notwithstanding the foregoing and notwithstanding the requirements set forth in the definition of the term “Eligible Assignee,” assignments between Xxxxxxx Xxxxx Lending Partners LLC and Xxxxxxx Sachs Bank USA shall not require the consent of Agent, the Administrative Borrower, any Fronting Bank or any Swingline Lender. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not (x) each Lease Guarantor (be obligated to ascertain, monitor or the successor inquire as to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it whether any Lender or participant or prospective Lender or participant is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. Agent is hereby authorized by the use Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Demised PremisesBoard of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, except as expressly set forth abovehowever, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to comply deal solely and directly with the requirements of such Lender in connection with such Lender’s rights and obligations under this Master LeaseAgreement, including without limitation all rights of Landlord and all obligations of Tenant with respect (3) any payment by Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this 212 sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and the 100% Recapture Property and (z4) with respect to subdivision (b) above, if no such assignment shall release the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding In addition to the foregoingassignments permitted in Section 13.1 hereof, Tenant any Lender may, without Landlord’s in the ordinary course of its business, with the prior written consent: (a) consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time, assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (either directly a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or indirectlythe remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bona fide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the same sum as set forth in said offer, by operation written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender may by written notice to the assigning Lender as well as the Agent exercise its right of law first refusal to purchase such Commitment, or through portion thereof. In the event more than one (1) Lender exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five (5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a merger portion of its Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other corporate transaction) information on the Borrower and the Guarantor, and any 93 100 Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, BAS, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other solvent corporationPersons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, partnershipit must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, limited liability company other than participations where such Lender retains full voting control). Notwithstanding the foregoing provisions, any assignment by a Lender to another Lender, or other legal entity that (1) acquires all an Affiliate thereof, or substantially all an Affiliate of the assets of Tenant’s Parentassigning Lender shall not be subject to (i) the $10,000,000 minimum assignment amount , (2ii) is the surviving entity of a merger with Tenant’s Parentrequirement to first offer to assign such Commitment, or portion thereof, to all other Lenders, or (3iii) results the fee in Section 13.3.2(b) hereof, and, further, such assignment shall release the transferor Lender from its obligations hereunder. If the Aggregate Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a consolidation, reorganization "Purchaser." Such assignment shall be substantially in the form of Exhibit D hereto or recapitalization of Tenant’s Parent with a solvent corporation, partnership in such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Default or other legal entityUnmatured Default exists hereunder, in each case no event shall Bank of subclauses (1), (2) and (3), provided America's Commitment amount be reduced below the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to largest Commitment amount for any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeother Lenders.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease but not to Tenant’s Parent Whirlpool or any Subsidiary thereof; of Whirlpool’s Affiliates or to a natural Person (bor a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) assign or transfer all (“Purchasers”) any part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s ParentLoan Documents; provided that, (2i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld, conditioned or delayed) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the surviving entity of a merger with Tenant’s Parent, or Administrative Agent shall otherwise consent (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, each in each case of subclauses (1their sole discretion), (2x) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, assigning Lender shall retain after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party assignment a Commitment which is not less than $15,000,000 (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes unless such Lender is assigning all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3its Commitment). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the use remaining amount of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements assigning Lender’s Commitment) and in integral multiples of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with respect notice of such assignment at least three Business Days prior to subdivision the effective date thereof (b) abovewhich effective date, if for the identity and creditworthiness avoidance of the successor tenant and successor Lease Guarantor doubt, shall be subject to the reasonable approval consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02 or (solely with respect to Whirlpool or any other Borrower) 8.05 or 8.06 has occurred and is continuing, the consent of Landlord Whirlpool shall not be required; and Landlord Mortgageeprovided further, however, that (x) in the case of assignment of a Loan to a Dutch Borrower to the extent the assignment concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, the Purchaser is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or (y) as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) and irrespective of the amount of the assignment, the Purchaser is not considered to be part of the public on the basis of such interpretation. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto. The consent of each Issuing Lender shall be required prior to any assignment becoming effective.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to a Qualified Bank (a) assign this Master Lease or, while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, to Tenant’s Parent any Person (other than a natural person, the Company, Borrower or any Subsidiary Affiliate thereof; )) (“Purchaser”) all or (b) assign or transfer all any part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit H or in such other form as may be agreed to by the parties thereto (either directly or indirectlyan “Assignment and Assumption”). Except as otherwise hereinafter provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (except, but subject to clause (b) of Tenant’s Parentthe immediately succeeding sentence, an assignment to an Affiliate of such Lender, another Lender or an Affiliate of such other Lender thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (2) except that, if a Default has occurred and is continuing, the surviving entity consent of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1the Borrower shall not be required), (2a) and each such assignment shall (3), provided unless it is an assignment of a Lender’s entire interest in the surviving entity has a net worth of Revolving Credit Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be made that would reduce the net worth Revolving Credit Commitment of Tenanta Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Parent Revolving Credit Commitment as of the Amendment and Restatement Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (b), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately prior such merger or other corporate transactionpreceding sentence, after giving effect to any financing provided or contemplated which consent may be withheld by the Borrower in such merger or corporate transactionits sole discretion); provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that Borrower shall be deemed to have consented to any such Unrelated Successor Tenant assignment unless it shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a object thereto by written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect notice to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Administrative Agent within eight (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee8) calendar days after having received written notice thereof.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s ParentLoan Documents; provided that, (2i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the surviving entity of a merger with Tenant’s Parent, or Administrative Agent shall otherwise consent (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, each in each case of subclauses (1their sole discretion), (2x) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, assigning Lender shall retain after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party assignment a Commitment which is not less than $15,000,000 (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes unless such Lender is assigning all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3its Commitment). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the use remaining amount of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements assigning Lender’s Commitment) and in integral multiples of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with respect notice of such assignment at least three Business Days prior to subdivision the effective date thereof (b) abovewhich effective date, if for the identity and creditworthiness avoidance of the successor tenant and successor Lease Guarantor doubt, shall be subject to the reasonable approval consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02, 8.05 or 8.06 has occurred and is continuing, the consent of Landlord Whirlpool shall not be required; and Landlord Mortgageeprovided further, however, that (x) in the case of assignment of a Loan to a Dutch Borrower to the extent the assignment concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, the Purchaser is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or (y) as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) and irrespective of the amount of the assignment, the Purchaser is not considered to be part of the public on the basis of such interpretation. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto. The consent of each Issuing Lender shall be required prior to any assignment becoming effective.

Permitted Assignments. Notwithstanding 1675 Contractor shall have the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign right to Assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Agreement to any other solvent corporationcompany which is owned and 1676 controlled by Republic Services, partnershipInc., limited liability provided that: (i) such company or other legal entity that (1) acquires all or substantially is qualified to do business in 1677 California, and assumes in writing all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such TenantContractor’s obligations under this Agreement prior to, or 1678 concurrently with, such Assignment; and, (ii) the Master Lease (except corporate guaranty described in Section 8.20 remains 1679 in full force and effect and that any such Unrelated Successor Tenant Assignment shall have no adverse impact on the Rates charged or 1680 quality services provided under this Agreement. Contractor shall not be required otherwise Assign its rights nor 1681 delegate or otherwise transfer its obligations under this Agreement to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all any other Person without the 1682 prior written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignmentAuthority, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply provided consistent with the requirements of this Master LeaseSection 8.5.2. 1683 Any such assignment made without the written consent of Authority shall be void and the attempted 1684 assignment shall constitute a breach of this Agreement. 1685 B. Assignment Defined 1686 For the purpose of this section when used in reference to Contractor, “Assignment” shall include, but 1687 not be limited to: (i) a sale, exchange or other transfer of substantially all of Contractor’s assets 1688 dedicated to Service under this Agreement to a third party; (ii) a sale, change or other transfer of 1689 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may 1690 result in a change of control of Contractor; (iii) any dissolution, organization, consolidation, merger, re- 1691 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, 1692 liquidation or other transaction to which results in a change of Ownership or control of Contractor; (iv) 1693 any Assignment by operation of law, including without limitation all rights insolvency or bankruptcy, making Assignment for the 1694 benefit of Landlord and all obligations creditors, writ of Tenant with respect attachment for an execution being levied against this agreement, 1695 appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event 1696 of a probate proceeding; and, (v) any combination of the foregoing (whether or not in related or 1697 contemporaneous transactions) which has the effect of any such transfer or change of Ownership, or 1698 change of control of Contractor. 1699 Contractor acknowledges that this Agreement involves rendering a vital service to the Recapture SpaceAuthority’s 1700 residents and businesses, Additional Recapture Space and that the 100% Recapture Property Authority has selected Contractor to perform the Services 1701 specified Herein based on: (i) effective and responsible fashion, at all times in keeping with applicable 1702 environmental laws, regulations, and best management practices, and (zii) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Contractor’s obligations to the reasonable approval 1703 Authority under this Agreement. The Authority has relied on each of Landlord and Landlord Mortgageethese factors, among others, in 1704 choosing Contractor to perform the Services to be rendered by Contractor under this Agreement.

Permitted Assignments. Notwithstanding the foregoingSubject to its compliance with Section 11.3(b), Tenant a Lender may, without Landlord’s prior written consent: (a) in accordance with Applicable Law and, as long as no Event of Default is continuing, subject to the consent of the Borrower, which consent shall not unreasonably be withheld, at any time assign this Master Lease to Tenant’s Parent any Eligible Assignee all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, so long as (either directly or indirectlyi) each assignment is of a constant, by operation and not a varying, ratable percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parenttransferor Lender's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, (2) is in the surviving entity case of a merger with Tenant’s Parentpartial assignment, or is in a minimum principal amount of $25,000,000 (3unless otherwise agreed by the Administrative Agent and the Borrower in their discretion) results from a consolidation, reorganization or recapitalization and integral multiples of Tenant’s Parent with a solvent corporation, partnership or other legal entity, $5,000,000 in each excess of that amount; (ii) except in the case of subclauses (1)an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all aggregate amount of the provisions of Sections 7.2 Commitments retained by the transferor Lender shall in no event be less than $25,000,000 (unless otherwise agreed by the Administrative Agent and 7.3the Borrower in their discretion). In ; and (iii) the case of any such assignment, (x) each Lease Guarantor (or the successor parties to each Lease Guarantor) such assignment shall reaffirm execute and deliver to the Lease Guaranty (if it is not Administrative Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the successor right of a Lender to Tenant pledge or assign all or any portion of its rights under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant Agreement or with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness any of the successor tenant Obligations to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and successor Lease Guarantor shall be subject any Operating Circular issued by such Federal Reserve Bank, provided that any payment by the Borrower to the reasonable approval assigning Lender in respect of Landlord any assigned Obligations in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Obligations to the extent of such payment, and Landlord Mortgageeno such assignment shall release the assigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 12.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Xxxxxx’s Parent, rights and obligations under the Loan Documents (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1unless otherwise agreed by Agent), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assignments hereunder shall not be required to operate be made on a “Sears” or “Kmart” Storepro rata basis between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, but shall in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise comply with agreed by Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the provisions transferor Lender’s Revolver Commitments and any related Revolver Loans of Sections 7.2 a given Facility; (b) the written consent of (i) the Administrative Borrower and 7.3). In Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, each Fronting Bank under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained; (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender assigns or transfers any such of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not (x) each Lease Guarantor (be obligated to ascertain, monitor or the successor inquire as to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it whether any Lender or participant or prospective Lender or participant is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. Agent is hereby authorized by the use Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. From and after the Fifth Amendment Effective 227 Date, any Eligible Assignee in respect of an assignment relating to the Multicurrency Facility shall be required to notify the Agent that it has obtained Term XXXXX Capability prior to the effectiveness of such assignment as a condition to the effectiveness of such assignment. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Demised PremisesBoard of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, except as expressly set forth abovehowever, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to comply deal solely and directly with the requirements of such Lender in connection with such Xxxxxx’s rights and obligations under this Master LeaseAgreement, including without limitation all rights of Landlord and all obligations of Tenant with respect (3) any payment by Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and the 100% Recapture Property and (z4) with respect to subdivision (b) above, if no such assignment shall release the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its Revolving Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents with respect thereto; provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporationhowever, partnership, limited liability company or other legal entity that (1a) acquires all or substantially each such assignment shall be of a constant, and not a varying, percentage of all of the assets assigning Lender’s rights and obligations so assigned as it relates to either Lender’s outstanding Term Loan, 364-Day Loan or Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the amount of Tenantthe Revolving Commitment, outstanding Revolving Loans and L/C Interests, Term Loan and 364-Day Loan outstanding of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the amount of such Lender’s Parententire Revolving Commitment, outstanding Revolving Loans and L/C Interests, Term Loan or 364-Day Loan, but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount unless otherwise consented to by the Borrower and the Agent; and (2c) notwithstanding the foregoing clause (b), if the assignment is made to a Lender, the surviving entity amount of the Revolving Commitment, outstanding Revolving Loans and L/C Interests, Term Loan or 364-Day Loan assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. Such assignment shall be substantially in the form of Exhibit E hereto or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Agent shall be required prior to an assignment of Term Loan or 364-Day Loans becoming effective with respect to a Purchaser which is not a Lender or an Affiliate of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionLender; provided, however, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereina Default has occurred and is continuing, the “Unrelated Successor Tenant”) assumes all consent of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Borrower shall not be required to operate a “Sears” or “Kmart” Storerequired, but shall otherwise comply with all and the consent of the provisions of Sections 7.2 and 7.3). In the case of Agent shall be required prior to any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use assignment of the Demised PremisesRevolving Credit Commitment, except as expressly set forth above, outstanding Revolving Loans and L/C Interests. Any consents required by this Section 12.3.1 shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall not be subject to the reasonable approval of Landlord and Landlord Mortgageeunreasonably withheld or delayed.

Permitted Assignments. Notwithstanding In addition to the foregoingassignments permitted in Section 13.1 hereof, Tenant any Lender may, without Landlord’s in the ordinary course of its business, with the prior written consent: (a) consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time, assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (either directly a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or indirectlythe remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bonafide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the same sum as set forth in said offer, by operation written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender may by written notice to the assigning Lender as well as the Agent exercise its right of law first refusal to purchase such Commitment, or through portion thereof. In the event more than one (1) Lender exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five (5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a merger portion of its Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other corporate transaction) information on the Borrower and the Guarantor, and any Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, NMS, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other solvent corporationPersons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, partnershipit must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, limited liability company other than participations where such Lender retains full voting control). Notwithstanding the foregoing provision, any assignment by a Lender to another Lender, or other legal entity that (1) acquires all an Affiliate thereof, or substantially all an Affiliate of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assigning Lender shall not be required subject to operate either the $10,000,000 minimum assignment amount or the fee in Section 13.3.2(b) hereof. If the Aggregate Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a “Sears” "Purchaser." Such assignment shall be substantially in the form of Exhibit D hereto or “Kmart” Storein such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Default or Unmatured Default exists hereunder, but in no event shall otherwise comply with all NationsBank's Commitment amount be reduced below the largest Commitment amount for any of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeother Lenders.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to a Qualified Bank (a) assign this Master Lease or, while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, to Tenant’s Parent any Person (other than a natural person, the Company, Borrower or any Subsidiary Affiliate thereof; )) (“Purchaser”) all or (b) assign or transfer all any part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit H or in such other form as may be agreed to by the parties thereto (either directly or indirectlyan “Assignment and Assumption”). Except as otherwise hereinafter provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets of Tenant’s Parent, Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (2) is except in the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the consent of the Borrower only, an assignment to an Affiliate of such Lender, another Lender or an Affiliate of such other Lender thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (1except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (2a) and each such assignment shall (3), provided unless it is an assignment of a Lender’s entire interest in the surviving entity has a net worth of Term Loan Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the net worth Term Loans of Tenant’s Parent a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) twentythirty-five percent (2535%) of the Term Loans held by such Lender on the ClosingAmendment No. 3 Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately prior such merger or other corporate transactionpreceding sentence, after giving effect to any financing provided or contemplated which may be withheld by the Borrower in such merger or corporate transaction; its sole discretion), provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that Borrower shall be deemed to have consented to any such Unrelated Successor Tenant assignment unless it shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a object thereto by written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect notice to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Administrative Agent within eight (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee8) calendar days after having received written notice thereof.

Permitted Assignments. Notwithstanding the foregoingSubject to its compliance with SECTION 14.3.2, Tenant a Lender may, without Landlord’s prior written consent: (a) in accordance with Applicable Law, at any time assign this Master Lease to Tenant’s Parent any Eligible Assignee all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, so long as (either directly or indirectlyi) each assignment is of a constant, by operation and not a varying, ratable percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parenttransferor Lender's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, (2) is in the surviving entity case of a merger with Tenant’s Parentpartial assignment, is in a minimum principal amount of $5,000,000 (or (3) results from a consolidation, reorganization or recapitalization $1,000,000 in the case of Tenant’s Parent with a solvent corporation, partnership or other legal entityan assignment between Lenders), in each either case unless otherwise agreed by Agent in its sole discretion, and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of subclauses (1)an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all aggregate amount of the provisions Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of Sections 7.2 and 7.3). In a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the case of any such assignment, Obligations to (x) each Lease Guarantor (any Federal Reserve Bank or the successor United States Treasury as collateral security pursuant to each Lease Guarantor) shall reaffirm Regulation A of the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit Board of Landlord in form Governors and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofany Operating Circular issued by such Federal Reserve Bank, or (y) direct or indirect contractual counterparties in swap agreements relating to the use Loans, provided that any payment by Borrowers to the assigning Lender in respect of the Demised Premises, except as expressly set forth above, shall continue to comply any assigned Obligations in accordance with the requirements terms of this Master Lease, including without limitation all rights Agreement shall satisfy Borrowers' obligations hereunder in respect of Landlord and all obligations of Tenant with respect such assigned Obligations to the Recapture Spaceextent of such payment, Additional Recapture Space and no such assignment shall release the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 12.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Xxxxxx’s Parent, rights and obligations under the Loan Documents (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1unless otherwise agreed by Agent), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assignments hereunder shall not be required to operate be made on a “Sears” or “Kmart” Storepro rata basis between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, but shall in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise comply with agreed by Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the provisions transferor Lender’s Revolver Commitments and any related Revolver Loans of Sections 7.2 a given Facility; (b) the written consent of (i) the Administrative Borrower and 7.3). In Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, each Fronting Bank under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained; (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an 216 Assignment and Acceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender assigns or transfers any such of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not (x) each Lease Guarantor (be obligated to ascertain, monitor or the successor inquire as to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it whether any Lender or participant or prospective Lender or participant is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. Agent is hereby authorized by the use Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. From and after the Fifth Amendment Effective Date, any Eligible Assignee in respect of an assignment relating to the Multicurrency Facility shall be required to notify the Agent that it has obtained Term XXXXX Capability prior to the effectiveness of such assignment as a condition to the effectiveness of such assignment. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Demised PremisesBoard of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, except as expressly set forth abovehowever, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to comply deal solely and directly with the requirements of such Lender in connection with such Xxxxxx’s rights and obligations under this Master LeaseAgreement, including without limitation all rights of Landlord and all obligations of Tenant with respect (3) any payment by Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and the 100% Recapture Property and (z4) with respect to subdivision (b) above, if no such assignment shall release the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the FRB and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Xxxxxx’s rights and obligations under this Agreement, (iii) any payment by the requirements Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this Master Leasesentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, including without limitation all and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Landlord Loans and all obligations termination of Tenant Commitments pursuant -197- to Section 11.2 in connection with implementation of the Reallocation Agreement following a Designation Date. Notwithstanding the foregoing, assignment of Loans or LC Obligations with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect European Borrower pursuant to subdivision (b) above, this Section 13.3.1 shall only be permitted if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Person to the reasonable approval of Landlord and Landlord Mortgageewhom Loans or LC Obligations are assigned is a Non-Public Lender.

Permitted Assignments. Notwithstanding anything herein to the foregoingcontrary contained in this Lease and provided that no event of default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Tenant mayLessee shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without LandlordLessor’s prior written consent: consent to (each, a “Permitted Assignment”): (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or an Affiliate of Lessee, (b) assign any entity which purchases or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) otherwise acquires all or substantially all of the assets or equity interests of Tenant’s ParentLessee or Guarantor in a bona fide sale for fair market value, (c) the merger, consolidation or other corporate reorganization of Lessee or Guarantor, (d) any sublease or assignment by Lessee to a separate legal entity so long as the original named Lessee has control of, is controlled by or is in common control with such separate legal entity; or (e) a Qualified Operator. A “Qualified Operator” shall mean a Person who, following the consummation of the assignment contemplated herein, (i) operates facilities similar to the Permitted Use; (ii) has a CFCCR of at least 1.25; (iii) generates EBITDA greater than $15,000,000 during a trailing twelve (12) month period; and (iv) has a Lease Adjusted Leverage of no more than 6.45x (each, a “QO Permitted Transfer”); provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (i), (ii), (iii), and (iv) set forth in this Section. In the event that Lessee effects a QO Permitted Transfer pursuant to clause (c), Lessee shall be released from any liability arising under this Lease from and after the date of such assignment. In the event that Lessee effects a QO Permitted Transfer pursuant to clauses (a) or (b), Lessee shall not be released from liability under this Lease. Notwithstanding the foregoing or anything to the contrary contained herein, any lender, including any agent (or administrative agent) representing a group of lenders, who extended credit to either Lessee or Guarantor (collectively, a “Senior Creditor”), which extension of credit is secured by a lien on all or substantially all of the assets of Lessee or Guarantor, or entity designated by such Senior Creditor, may, directly or indirectly, take an assignment (a “Lessee Lender Assignment”) of this Lease (or cause this Lease to be assigned) without violating the limitation on assignments hereunder so long as such Senior Creditor or designee of such Senior Creditor ( the “Lessee Lender Assignee”) operates the Permitted Facilities in accordance with a Permitted Use or cause the Permitted Facilities to be operated for a Permitted Use. In the event of a Lessee Lender Assignment, any default under Section 11.01(e) shall be deemed cured and waived by Lessor with regard to the financial condition of the prior Lessee; provided that: (1) the Lessee Lender Assignee under the Lessee Lender Assignment shall be bound by Section 11.01(e) from and after the date of such assignment, and (2) is the surviving entity Lessee Lender Assignee satisfies the following upon a request from Lessor or Lessor’s lender: (x) Lessee Lender Assignee provides Lessor with (I) reasonably satisfactory evidence that the assets of a merger with Tenant’s Parent, Lessee Lender Assignee or its parent company or lease guarantor (3as applicable) results from a consolidation, reorganization are not (or recapitalization no longer) subject to the jurisdiction of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the bankruptcy court (1if applicable), (2II) reasonably satisfactory evidence that this Lease or its Guaranty (as applicable) has been affirmed (which evidence shall include a copy of the court order affirming this Lease or its Guaranty, if required by Lessor’s lender) or Lessee Lender Assignee reaffirms, in writing, that this Lease or its Guaranty are unmodified and in full force and effect and (III) an updated tenant estoppel certificate from Lessee Lender Assignee that is reasonably acceptable to Lessor and Lessor’s lender confirming, among other things, that this Lease is in full force and effect, that the Permitted Facilities are open for business for the Permitted Use and Lessee Lender Assignee is obligated to pay full contractual rent hereunder (without offset or free rent credit), Lessee Lender Assignee affirms this Lease (on terms identical to this Lease prior to any bankruptcy action) and that there is no default by Lessor under this Lease (3or identifying the alleged default), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinhowever, the “Unrelated Successor Tenant”) assumes all delivery of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant estoppel by Lessee Lender Assignee shall not be required to operate deemed a “Sears” or “Kmart” Store, but shall otherwise comply with all waiver by Xxxxxx Xxxxxx Assignee of any default by Lessor under this Lease that Xxxxxx Xxxxxx Assignee first becomes aware of after the date of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. Notwithstanding In addition to the foregoingassignments permitted in Section 13.1 hereof, Tenant any Lender may, without Landlord’s in the ordinary course of its business, with the prior written consent: (a) consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time, assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (either directly a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or indirectlythe remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bona fide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the same sum as set forth in said offer, by operation written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender may by written notice to the assigning Lender as well as the Agent exercise its right of law first refusal to purchase such Commitment, or through portion thereof. In the event more than one (1) Lender exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five (5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a merger portion of its Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other corporate transaction) information on the Borrower and any Guarantor, and any Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, BAS, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other solvent corporationPersons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, partnershipit must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, limited liability company other than participations where such Lender retains full voting control). Notwithstanding the foregoing provisions, any assignment by a Lender to another Lender, or other legal entity that (1) acquires all an Affiliate thereof, or substantially all an Affiliate of the assets of Tenant’s Parentassigning Lender shall not be subject to (i) the $10,000,000 minimum assignment amount, (2ii) is the surviving entity of a merger with Tenant’s Parentrequirement to first offer to assign such Commitment, or portion thereof, to all other Lenders, or (3iii) results the fee in Section 13.3.2(b) hereof, and, further, such assignment shall release the transferor Lender from its obligations hereunder. If the Aggregate Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a consolidation, reorganization "Purchaser." Such assignment shall be substantially in the form of Exhibit D hereto or recapitalization of Tenant’s Parent with a solvent corporation, partnership in such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Default or other legal entityUnmatured Default exists hereunder, in each case of subclauses (1), (2) and (3), provided no event shall Agent's Commitment amount be reduced below the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to largest Commitment amount for any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeother Lenders.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 13.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents (unless otherwise agreed by the Agent) and, in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the transferor Lender’s Revolver Commitments and any related Revolver Loans; (b) [Reserved]; (c) the written consent of (i) the Administrative Borrower and the Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to another Lender or indirectlyan Affiliate or branch of a Lender or to an Approved Fund, by operation each Fronting Bank (such consent not to be unreasonably withheld or delayed) is obtained and (iii) except in the case of law an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender (such consent not to be unreasonably withheld or delayed) is obtained, (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance and the Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (e) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a merger greater payment results from a Change in Law that occurs after the New Lender acquired the applicable interest. The Agent shall not be responsible or other corporate transactionhave any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. The Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other solvent corporationcentral bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, partnershiphowever, limited liability company or other legal entity that (1) acquires such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all or substantially all of the assets of Tenant’s Parentpurposes hereunder, (2) is the surviving entity of a merger Borrowers, the Agent, the other Lenders and the Fronting Banks shall continue to deal solely and directly with Tenantsuch Lender in connection with such Lender’s Parentrights and obligations under this Agreement, or (3) results from a consolidationany payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided 4) no such assignment shall release the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s assigning Lender from its obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageehereunder.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: Any Lender (aor any Lender together with one or more other Lenders) may (x) assign this Master Lease all or a portion of its Commitments (and related outstanding Obligations) (i) to Tenantone or more other Lenders or to such assigning Lender’s Parent parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or any Subsidiary thereof; its parent company or (bii) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed by the same investment advisor or such assignment, (x) each Lease Guarantor (Lender or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit by an Affiliate of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, such investment advisor or (y) assign all or, if less than all, a portion equal to at least $5,000,000 in the use aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Leaseforegoing $5,000,000 minimum limitation but not for any other purpose, including without limitation all rights the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of Landlord such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an assignment and all obligations assumption agreement (“Assignment and Assumption Agreement”) substantially in form of Tenant Exhibit V (appropriately completed), provided that (i) at such time Schedule I shall be deemed modified to reflect the Commitments and/or outstanding Loans, as the case may be) of such new Lender or the existing Lenders, (ii) upon surrender of the relevant Notes, new Notes will be issued by the Borrower to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (but the Borrower shall not be obligated to pay the Administrative Agent’s or any Lender’s costs and expenses with respect to the Recapture Spaceissuance of such Note or Notes unless the assignment is made pursuant to Section 2.27), Additional Recapture Space (iii) the consent of the Administrative Agent shall be required in connection with any assignment (which consent shall not be unreasonably withheld), (iv) unless an Event of Default has occurred and is continuing, the 100% Recapture Property consent of the Borrower shall be required in connection with any assignment of Commitments to an assignee pursuant to clause (y) above (which consent shall not be unreasonably withheld), and (zv) the Administrative Agent shall receive at the time of each such assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register pursuant to Section 13.07. To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeits assigned Commitments.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iii) any payment by the requirements Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this Master Leasesentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, including without limitation all and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Landlord Loans and all obligations termination of Tenant Commitments pursuant to Section 11.2 in connection with implementation of the Reallocation Agreement following a Designation Date. Notwithstanding the foregoing, assignment of Loans or LC Obligations with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and European Borrower permitted under this Section 13.3.1 to any Person shall at all times exceed €100,000 (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeor its equivalent in another currency).

Permitted Assignments. Notwithstanding the foregoingforegoing provisions of this Section 23, Tenant may, without Landlord’s prior written consent: Landlord agrees that so long as (a) assign this Master Lease to Tenant’s Parent or no Default is then continuing beyond any Subsidiary thereof; or applicable cure period, (b) assign no circumstance shall have occurred which with the giving of notice, the passage of time, or transfer both would constitute a Default by Tenant, (c) Tenant or its permitted subtenant or assignee named herein shall be occupying the entire Premises and actively conducting business therein, and (d) the net worth, asset base and creditworthiness of any entity into which Tenant shall merge are all greater than or equal to the net worth, asset base and creditworthiness of its rights and obligations under Tenant as of the Master date of execution of this Lease, the provisions of this Section 23 shall not be applicable with regard to an assignment of this Lease or a subletting of the Premises to Tenant's Affiliate (either directly or indirectlyas hereinafter defined), by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that so long as (1) acquires all Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or substantially subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all of the assets obligations of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1Tenant under this Lease), (2) no other or further assignment or subletting to other than an Affiliate shall be permitted without Landlord's prior written consent and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated ) in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such an assignment, (x) each Lease Guarantor (the assignee executes an assignment and assumption agreement in Landlord's then standard form wixx xxxxxct to the assumption by the assignee of all of Tenant's then existing and future obligations under this Lease. An Affiliate, as used herein, shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the successor to each Lease Guarantor) Tenant. "Control" as used herein shall reaffirm mean the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofpossession, (y) the use direct or indirect, of the Demised Premises, except as expressly set forth above, shall continue power to comply with direct or cause the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness direction of the successor tenant management and successor Lease Guarantor shall be subject to the reasonable approval policies of Landlord and Landlord Mortgageea person or entity, whether through ownership of voting securities, by contract, or otherwise.

Permitted Assignments. Notwithstanding the foregoingany non-assignment provisions contained in Section 18.1 hereof, Tenant mayAGY, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; permitted assignee or (b) transferee of AGY, may assign or otherwise transfer some or all of its rights and and/or obligations under hereunder (i) by way of collateral to any Person, or any assignee of such Person, providing financing to AGY, AGY’s Affiliates, or to any such permitted assignee of AGY (collectively, the Master Lease “Financing Sources”) or (either directly or indirectly, by operation of law or through a merger or other corporate transactionii) to any other solvent corporationPerson to which AGY, partnershipor any permitted assignee or transferee (including a Financing Source) of AGY, limited liability company assigns, sells, transfers or other legal entity that (1) acquires otherwise conveys all or substantially all of the assets of Tenant’s ParentAGY (whether by merger, (2) is the surviving entity recapitalization, stock purchase, sale of a merger with Tenant’s Parent, assets or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3otherwise), provided that such acquiring Person agrees with and acknowledges in writing to NVH and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such Person as though such acquiring Person were AGY and that such Person shall perform all of AGY’s obligations hereunder. Notwithstanding any non-assignment provisions contained in Section 18.1 to the surviving entity has a net worth contrary, any Buyer Company, or any permitted assignee or transferee of not less than the net worth such Buyer Company, may assign or otherwise transfer some or all of Tenant’s Parent as its rights and/or obligations hereunder (i) by way of immediately prior such merger or other corporate transaction, after giving effect collateral to any financing source of such Buyer Company, (ii) to any Affiliate of such Buyer Company, provided that (x) such Affiliate shall agree with AGY and its permitted assignees or contemplated transferees, if any, in writing to assume such merger Buyer Company’s obligations hereunder and (y) any such assignment to an Affiliate of such Buyer Company shall not relieve such Buyer Company from its obligations hereunder or corporate transaction(iii) to any Person to which any Buyer Company, or any permitted assignee or transferee of such Buyer Company, assigns, sells, transfers or otherwise conveys all or substantially all of the assets of such Buyer Company; providedprovided that such acquiring Person agrees with and acknowledges in writing to AGY and its permitted assignees or transferees, if any, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes this Agreement shall be binding upon and enforceable against such Person as though such acquiring entity were a Buyer Company hereunder and that such Person shall perform all of such TenantBuyer Company’s obligations under hereunder. To the Master Lease (except extent that assignment and/or transfer of any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 rights, privileges, and/or obligations is permitted, this Agreement shall be binding on, and 7.3). In except as otherwise expressly provided, shall inure to the case of any such assignmentbenefit of, (x) each Lease Guarantor (the legal successors, assigns, or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use representatives of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeParties.

Permitted Assignments. Notwithstanding 1879 Contractor shall have the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign right to Assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Agreement to any other solvent corporationcompany which is owned and 1880 controlled by Republic Services, partnershipInc., limited liability provided that: (i) such company or other legal entity that (1) acquires all or substantially is qualified to do business in 1881 California, and assumes in writing all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such TenantContractor’s obligations under this Agreement prior to, or 1882 concurrently with, such Assignment; and, (ii) the Master Lease (except corporate guaranty described in Section 8.20 remains 1883 in full force and effect and that any such Unrelated Successor Tenant Assignment shall have no adverse impact on the Rates charged or 1884 quality services provided under this Agreement. Contractor shall not be required otherwise Assign its rights nor 1885 delegate or otherwise transfer its obligations under this Agreement to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all any other Person without the 1886 prior written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignmentAuthority, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply provided consistent with the requirements of this Master LeaseSection 8.5.2. 1887 Any such assignment made without the written consent of Authority shall be void and the attempted 1888 assignment shall constitute a breach of this Agreement. 1889 B. Assignment Defined 1890 For the purpose of this section when used in reference to Contractor, “Assignment” shall include, but 1891 not be limited to: (i) a sale, exchange or other transfer of substantially all of Contractor’s assets 1892 dedicated to Service under this Agreement to a third party; (ii) a sale, change or other transfer of 1893 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may 1894 result in a change of control of Contractor; (iii) any dissolution, organization, consolidation, merger, re- 1895 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, 1896 liquidation or other transaction to which results in a change of Ownership or control of Contractor; (iv) 1897 any Assignment by operation of law, including without limitation all rights insolvency or bankruptcy, making Assignment for the 1898 benefit of Landlord and all obligations creditors, writ of Tenant with respect attachment for an execution being levied against this agreement, 1899 appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event 1900 of a probate proceeding; and, (v) any combination of the foregoing (whether or not in related or 1901 contemporaneous transactions) which has the effect of any such transfer or change of Ownership, or 1902 change of control of Contractor. 1903 Contractor acknowledges that this Agreement involves rendering a vital service to the Recapture SpaceAuthority’s 1904 residents and businesses, Additional Recapture Space and that the 100% Recapture Property Authority has selected Contractor to perform the Services 1905 specified Herein based on: (i) effective and responsible fashion, at all times in keeping with applicable 1906 environmental laws, regulations, and best management practices, and (zii) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Contractor’s obligations to the reasonable approval 1907 Authority under this Agreement. The Authority has relied on each of Landlord and Landlord Mortgageethese factors, among others, in 1908 choosing Contractor to perform the Services to be rendered by Contractor under this Agreement.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"PURCHASERS") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, Acquisition Facility Commitment, the Master Lease (either directly or indirectlyLoans owing to it, by operation all of law or through its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this SECTION 13.3. Each assignment shall be of a merger or other corporate transaction) to any other solvent corporationconstant, partnershipand not a varying, limited liability company or other legal entity that ratable percentage of all of the assigning Lender's rights and obligations under this Agreement; PROVIDED THAT (1) acquires all or substantially all Lenders with Tranche B Pro Rata Shares greater than zero may assign a portion of their interest in the assets of Tenant’s Parent, Tranche B Term Loans without assigning any other interest; (2) is Michigan National Bank and National Australia Bank Limited may assign varying percentages of their rights and obligations with respect to the surviving entity of a merger with Tenant’s ParentRevolving Loans, or Revolving Loan Commitment, Swing Line Loans, Swing Line Commitment, Acquisition Facility Loans, Acquisition Loan Commitment and Tranche A Term Loans as between themselves (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2the "PERMITTED MICHIGAN NATIONAL TRANSFERS") and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use Syndication Agent may assign varying percentages of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all its rights of Landlord and all obligations of Tenant with respect to the Recapture SpaceRevolving Loans, Additional Recapture Space Revolving Loan Commitment, Acquisition Facility Loans, Acquisition Loan Commitment and Tranche A Loans during the 100% Recapture Property Syndication Period with the consent of the Administrative Agent; PROVIDED, HOWEVER that each such assignment shall be of all of the assigning Lender's rights and (z) obligations with respect to subdivision (b) abovethe Acquisition Loan Commitment, if Acquisition Facility Loans, Revolving Loan Commitment, Revolving Credit Obligations Tranche A Term Loan Commitment and Tranche A Term Loan. Other than in connection with Permitted Michigan National Transfers, such assignment shall be substantially in the identity and creditworthiness form of EXHIBIT E hereto and, without the prior written consent of the successor tenant Syndication Agent, shall not be permitted hereunder unless such assignment is for all of such Lender's rights and successor Lease Guarantor obligations under the Loan Documents, involves loans and commitments in an aggregate amount of at least $5,000,000 or involves an assignment to another Lender. Other than in connection with assignments of all of the assigning Lender's rights and obligations under the Loan Documents, the consent of the Administrative Agent shall be subject required prior to an assignment becoming effective where the assigning Lender's aggregate amount of loans and commitments retained after such assignment is less than $4,000,000. The consent of the Syndication Agent and, prior to the reasonable approval occurrence of Landlord and Landlord Mortgageea Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof.

Permitted Assignments. Notwithstanding In the foregoingevent that Tenant elects to sell, assign or otherwise transfer this Lease, or Tenant’s interest in the Project, in whole but not in part, to a third party at arm’s length (a “Permitted Third-Party Assignee”), then Landlord shall not unreasonably withhold its consent to such sale, assignment or transfer provided (i) the Project is Complete in accordance with the Existing Construction Documents; (ii) Tenant may, without Landlord’s gives Landlord prior written consent: notice of such sale or assignment; (aiii) assign there shall exist no uncured breach by Tenant of this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all as of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all date of such Tenant’s obligations under the Master Lease sale or assignment; (except that any such Unrelated Successor iv) Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of remain liable for any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant under this Lease for the period prior to the date of such assignment; (v) such assignment shall constitute an assignment of all of Tenant’s rights, and an assumption of all of Tenant’s obligations arising from and after the date of such assignment, under this Lease; (vi) such Permitted Third-Party Assignee expressly assumes in writing all of Tenant’s obligations under this Lease, in each case arising from and after the date of such assignment; (vii) such Permitted Third-Party Assignee covenants and agrees to continue to operate the Project for the Permitted Uses; (viii) such Permitted Third-Party Assignee has total assets exceeding $10,000,000.00; (ix) such Permitted Third-Party Assignee or its parent or affiliate has a demonstrated history of operating no less than three (3) other projects of comparable size as determined by the gross revenue generated from the Project; (x) such Permitted Third-Party Assignee is not, and/or is not controlled by, in Landlord’s reasonable determination, any person or entity known in the community as being of bad moral character or who has been convicted of a felony in any state or federal court; (xi) such Permitted Third-Party Assignee, or any affiliate thereof, is not, and/or is not controlled by any person or entity who have been previously involved in a material dispute (meaning a dispute or controversy involving an amount in excess of $50,000) with Landlord or any affiliate of Landlord concerning any matter; and (xii) such sale, assignment or transfer is approved by the holder of any Fee Mortgage, as applicable, and provided further that Tenant and Permitted Third-Party Assignee satisfy all commercially reasonable conditions and requirements imposed by the holder of any Fee Mortgage with respect to the Recapture Spacesuch sale, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassignment or transfer.

Permitted Assignments. Notwithstanding In addition to the foregoingassignments permitted in Section 13.1 hereof, Tenant any Lender may, without Landlord’s in the ordinary course of its business, with the prior written consent: (a) consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time, assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (either directly a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or indirectlythe remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bonafide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the same sum as set forth in said offer, by operation written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender may by written notice to the assigning Lender as well as the Agent exercise its right of law first refusal to purchase such Commitment, or through portion thereof. In the event more than one (1) Lender exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five (5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a merger portion of its Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other corporate transaction) information on the Borrower and the Guarantor, and any Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, NMSI, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other solvent corporationPersons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, partnershipit must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, limited liability company other than participations where such Lender retains full voting control). Notwithstanding the foregoing provision, any assignment by a Lender to another Lender, or other legal entity that (1) acquires all an Affiliate thereof, or substantially all an Affiliate of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assigning Lender shall not be required subject to operate either the $10,000,000 minimum assignment amount or the fee in Section 13.3.2(b) hereof. If the Aggregate Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a “Sears” "Purchaser." Such assignment shall be substantially in the form of Exhibit D hereto or “Kmart” Storein such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Default or Unmatured Default exists hereunder, but in no event shall otherwise comply with all NationsBank's Commitment amount be reduced below the largest Commitment amount for any of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeother Lenders.

Permitted Assignments. Notwithstanding anything herein to the foregoingcontrary contained in this Lease and provided that no event of default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Tenant mayLessee shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without LandlordLessor’s prior written consent: consent to (each, a “Permitted Assignment”): (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or an Affiliate of Lessee, (b) assign any entity which purchases or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) otherwise acquires all or substantially all of the assets or equity interests of Tenant’s ParentLessee or Guarantor in a bona fide sale for fair market value, (c) the merger, consolidation or other corporate reorganization of Lessee or Guarantor, (d) any sublease or assignment by Lessee to a separate legal entity so long as the original named Lessee has control of, is controlled by or is in common control with such separate legal entity; or (e) a Qualified Operator. A “Qualified Operator” shall mean a Person who, following the consummation of the assignment contemplated herein, (i) operates facilities similar to the Permitted Use; (ii) has a CFCCR of at least 1.25; (iii) generates EBITDA greater than $15,000,000 during a trailing twelve (12) month period; and (iv) has a Lease Adjusted Leverage of no more than 6.45x (each, a “QO Permitted Transfer”); provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (i), (ii), (iii), and (iv) set forth in this Section. In the event that Lessee effects a QO Permitted Transfer pursuant to clause (c), Lessee shall be released from any liability arising under this Lease from and after the date of such assignment. In the event that Lessee effects a QO Permitted Transfer pursuant to clauses (a) or (b), Lessee shall not be released from liability under this Lease. Notwithstanding the foregoing or anything to the contrary contained herein, any lender, including any agent (or administrative agent) representing a group of lenders, who extended credit to either Lessee or Guarantor (collectively, a “Senior Creditor”), which extension of credit is secured by a lien on all or substantially all of the assets of Lessee or Guarantor, or entity designated by such Senior Creditor, may, directly or indirectly, take an assignment (a “Lessee Lender Assignment”) of this Lease (or cause this Lease to be assigned) without violating the limitation on assignments hereunder so long as such Senior Creditor or designee of such Senior Creditor ( the “Lessee Lender Assignee”) operates the Permitted Facilities in accordance with a Permitted Use or cause the Permitted Facilities to be operated for a Permitted Use. In the event of a Lessee Lender Assignment, any default under Section 11.01(e) shall be deemed cured and waived by Lessor with regard to the financial condition of the prior Lessee; provided that: (1) the Lessee Lender Assignee under the Lessee Lender Assignment shall be bound by Section 11.01(e) from and after the date of such assignment, and (2) is the surviving entity Lessee Lender Assignee satisfies the following upon a request from Lessor or Lessor’s lender: (x) Lessee Lender Assignee provides Lessor with (I) reasonably satisfactory evidence that the assets of a merger with Tenant’s Parent, Lessee Lender Assignee or its parent company or lease guarantor (3as applicable) results from a consolidation, reorganization are not (or recapitalization no longer) subject to the jurisdiction of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the bankruptcy court (1if applicable), (2II) reasonably satisfactory evidence that this Lease or its Guaranty (as applicable) has been affirmed (which evidence shall include a copy of the court order affirming this Lease or its Guaranty, if required by Lessor’s lender) or Lessee Lender Assignee reaffirms, in writing, that this Lease or its Guaranty are unmodified and in full force and effect and (III) an updated tenant estoppel certificate from Lessee Lender Assignee that is reasonably acceptable to Lessor and Lessor’s lender confirming, among other things, that this Lease is in full force and effect, that the Permitted Facilities are open for business for the Permitted Use and Lessee Lender Assignee is obligated to pay full contractual rent hereunder (without offset or free rent credit), Lessee Lender Assignee affirms this Lease (on terms identical to this Lease prior to any bankruptcy action) and that there is no default by Lessor under this Lease (3or identifying the alleged default), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinhowever, the “Unrelated Successor Tenant”) assumes all delivery of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant estoppel by Lessee Lender Assignee shall not be required to operate deemed a “Sears” or “Kmart” Store, but shall otherwise comply with all waiver by Lxxxxx Xxxxxx Assignee of any default by Lessor under this Lease that Lxxxxx Xxxxxx Assignee first becomes aware of after the date of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. Notwithstanding the foregoingSubject to its compliance with Section 14.3.2, Tenant a Lender may, without Landlord’s prior written consent: (a) in accordance with Applicable Law, at any time assign this Master Lease to Tenant’s Parent any Eligible Assignee all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, so long as (either directly or indirectlyi) each assignment is of a constant, by operation and not a varying, ratable percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parenttransferor Lender's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, (2) is in the surviving entity case of a merger with Tenant’s Parentpartial assignment, or is in a minimum principal amount of $5,000,000 (3unless otherwise agreed by Agent in its discretion) results from a consolidation, reorganization or recapitalization and integral multiples of Tenant’s Parent with a solvent corporation, partnership or other legal entity, $1,000,000in each excess of that amount; (ii) except in the case of subclauses (1)an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all aggregate amount of the provisions Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing contained herein shall limit in any way the right of Sections 7.2 and 7.3). In a Lender to pledge or assign all or any portion of its rights under this Agreement or with respect to any of the case of any such assignment, Obligations to (x) each Lease Guarantor (any Federal Reserve Bank or the successor United States Treasury as collateral security pursuant to each Lease Guarantor) shall reaffirm Regulation A of the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit Board of Landlord in form Governors and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofany Operating Circular issued by such Federal Reserve Bank, (y) direct or indirect contractual counterparties in swap agreements relating to the use Loans, provided that any payment by Borrowers to the assigning Lender in respect of the Demised Premises, except as expressly set forth above, shall continue to comply any assigned Obligations in accordance with the requirements terms of this Master Lease, including without limitation all rights Agreement shall satisfy Borrowers' obligations hereunder in respect of Landlord and all obligations of Tenant with respect such assigned Obligations to the Recapture Spaceextent of such payment, Additional Recapture Space and no such assignment or pledge shall release the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party thereto.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease but not to Tenant’s Parent Whirlpool or any Subsidiary thereof; of Whirlpool’s Affiliates or to a natural Person (bor a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person)) assign or transfer all (“Purchasers”) any part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s ParentLoan Documents; provided that, (2i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld, conditioned or delayed) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the surviving entity of a merger with Tenant’s Parent, or Administrative Agent shall otherwise consent (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, each in each case of subclauses (1their sole discretion), (2x) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, assigning Lender shall retain after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party assignment a Commitment which is not less than $15,000,000 (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes unless such Lender is assigning all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3its Commitment). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the use remaining amount of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements assigning Lender’s Commitment) and in integral multiples of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with respect notice of such assignment at least three Business Days prior to subdivision the effective date thereof (b) abovewhich effective date, if for the identity and creditworthiness avoidance of the successor tenant and successor Lease Guarantor doubt, shall be subject to the reasonable approval consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02 or (solely with respect to Whirlpool) 8.05 or 8.06 has occurred and is continuing, the consent of Landlord and Landlord MortgageeWhirlpool shall not be required. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto.

Permitted Assignments. Notwithstanding 1676 Contractor shall have the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign right to Assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Agreement to any other solvent corporationcompany which is owned and 1677 controlled by Republic Services, partnershipInc., limited liability provided that: (i) such company or other legal entity that (1) acquires all or substantially is qualified to do business in 1678 California, and assumes in writing all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such TenantContractor’s obligations under this Agreement prior to, or 1679 concurrently with, such Assignment; and, (ii) the Master Lease (except corporate guaranty described in Section 8.20 remains 1680 in full force and effect and that any such Unrelated Successor Tenant Assignment shall have no adverse impact on the Rates charged or 1681 quality services provided under this Agreement. Contractor shall not be required otherwise Assign its rights nor 1682 delegate or otherwise transfer its obligations under this Agreement to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all any other Person without the 1683 prior written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignmentAuthority, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply provided consistent with the requirements of this Master LeaseSection 8.5.2. 1684 Any such assignment made without the written consent of Authority shall be void and the attempted 1685 assignment shall constitute a breach of this Agreement. 1686 B. Assignment Defined 1687 For the purpose of this section when used in reference to Contractor, “Assignment” shall include, but 1688 not be limited to: (i) a sale, exchange or other transfer of substantially all of Contractor’s assets 1689 dedicated to Service under this Agreement to a third party; (ii) a sale, change or other transfer of 1690 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may 1691 result in a change of control of Contractor; (iii) any dissolution, organization, consolidation, merger, re- 1692 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, 1693 liquidation or other transaction to which results in a change of Ownership or control of Contractor; (iv) 1694 any Assignment by operation of law, including without limitation all rights insolvency or bankruptcy, making Assignment for the 1695 benefit of Landlord and all obligations creditors, writ of Tenant with respect attachment for an execution being levied against this agreement, 1696 appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event 1697 of a probate proceeding; and, (v) any combination of the foregoing (whether or not in related or 1698 contemporaneous transactions) which has the effect of any such transfer or change of Ownership, or 1699 change of control of Contractor. 1700 Contractor acknowledges that this Agreement involves rendering a vital service to the Recapture SpaceAuthority’s 1701 residents and businesses, Additional Recapture Space and that the 100% Recapture Property Authority has selected Contractor to perform the Services 1702 specified Herein based on: (i) effective and responsible fashion, at all times in keeping with applicable 1703 environmental laws, regulations, and best management practices, and (zii) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Contractor’s obligations to the reasonable approval 1704 Authority under this Agreement. The Authority has relied on each of Landlord and Landlord Mortgageethese factors, among others, in 1705 choosing Contractor to perform the Services to be rendered by Contractor under this Agreement.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, Acquisition Facility Commitment, the Master Lease (either directly or indirectlyLoans owing to it, by operation all of law or through its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this Section 13.3. Each assignment shall be of a merger or other corporate transaction) to any other solvent corporationconstant, partnershipand not a varying, limited liability company or other legal entity ratable percentage of all of the assigning Lender's rights and obligations under this Agreement; provided that (1) acquires all or substantially all Lenders with Tranche B Pro Rata Shares greater than zero may assign a portion of their interest in the assets of Tenant’s Parent, Tranche B Term Loans without assigning any other interest; (2) is Michigan National Bank and ABN AMRO Bank N.V. may assign varying percentages of their rights and obligations with respect to the surviving entity of a merger with Tenant’s ParentRevolving Loans, or Revolving Loan Commitment, Swing Line Loans, Swing Line Commitment, Acquisition Facility Loans, Acquisition Loan Commitment and Tranche A Term Loans as between themselves (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2the "Permitted Michigan National Transfers") and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use Syndication Agent may assign varying percentages of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all its rights of Landlord and all obligations of Tenant with respect to the Recapture SpaceRevolving Loans, Additional Recapture Space Revolving Loan Commitment, Acquisition Facility Loans, Acquisition Loan Commitment and Tranche A Loans during the 100% Recapture Property Syndication Period with the consent of the Administrative Agent; provided, however that each such assignment shall be of all of the assigning Lender's rights and (z) obligations with respect to subdivision (b) abovethe Acquisition Loan Commitment, if Acquisition Facility Loans, Revolving Loan Commitment, Revolving Credit Obligations Tranche A Term Loan Commitment and Tranche A Term Loan. Other than in connection with Permitted Michigan National Transfers, such assignment shall be substantially in the identity and creditworthiness form of Exhibit E hereto and, without the prior written consent of the successor tenant Syndication Agent, shall not be 113 permitted hereunder unless such assignment is for all of such Lender's rights and successor Lease Guarantor obligations under the Loan Documents, involves loans and commitments in an aggregate amount of at least $5,000,000 or involves an assignment to another Lender. Other than in connection with assignments of all of the assigning Lender's rights and obligations under the Loan Documents, the consent of the Administrative Agent shall be subject required prior to an assignment becoming effective where the assigning Lender's aggregate amount of loans and commitments retained after such assignment is less than $4,000,000. The consent of the Syndication Agent and, prior to the reasonable approval occurrence of Landlord and Landlord Mortgageea Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law (a) and, in the case of any assignment of the Swing Line Commitment, in compliance with Section 13.3.3), at any time assign this Master Lease to Tenant’s Parent a Qualified Bank (or, while a Default has occurred and is continuing, to any Person (other than the Company, Borrower or any Subsidiary Affiliate thereof; )) (“Purchaser”) all or (b) assign or transfer all any part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit M or in such other form as may be agreed to by the parties thereto (either directly or indirectlyan “Assignment and Assumption”). Except as otherwise hereinafter provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets Borrower, the Administrative Agent and each of Tenant’s Parent, the Arrangers shall be required prior to an assignment becoming effective with respect to a Purchaser (2) is except an assignment by a Lender to its Affiliates or in the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the consent of the Borrower only, an assignment to another Lender or an Affiliate thereof); provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (1except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (2a) and each such assignment (3), provided other than an assignment of a Competitive Bid Loan) shall (unless it is an assignment of a Lender’s entire interest the surviving entity has a net worth of Revolving Credit Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the net worth Revolving Credit Commitment of Tenanta Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Parent Revolving Credit Commitment as of immediately prior the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such merger lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower, the Administrative Agent or other corporate transactionthe Arrangers under this Section 13.3.1 shall not be unreasonably withheld or delayed, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that Borrower shall be deemed to have consented to any such Unrelated Successor Tenant assignment unless it shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a object thereto by written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect notice to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Administrative Agent within eight (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee8) calendar days after having received written notice thereof.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: Any Lender (aor any Lender together with one or more other Lenders) may (x) assign this Master Lease all or a portion of its Commitments (and related outstanding Obligations) (i) to Tenantone or more other Lenders or to such assigning Lender’s Parent parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or any Subsidiary thereof; its parent company or (bii) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed by the same investment advisor or such assignment, (x) each Lease Guarantor (Lender or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit by Table of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, Contents an Affiliate of such investment advisor or (y) assign all or, if less than all, a portion equal to at least $5,000,000 in the use aggregate for the assigning Lender or Lenders of such Commitments (and related outstanding Obligations) to one or more Eligible Assignees (treating, solely for purposes of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Leaseforegoing $5,000,000 minimum limitation but not for any other purpose, including without limitation all rights the fee payable to the Administrative Agent as hereinafter provided, (A) any fund that invests in bank loans and (B) any other fund that invests in bank loans and is managed by the same investment advisor as such fund or by an Affiliate of Landlord such investment advisor, as a single Eligible Assignee), each of which assignees shall become a party to this Agreement as a Lender by execution of an assignment and all obligations assumption agreement (“Assignment and Assumption Agreement”) substantially in form of Tenant Exhibit I (appropriately completed), provided that (i) upon surrender of the relevant Notes, new Notes will be issued by the Borrower to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender (but the Borrower shall not be obligated to pay the Administrative Agent’s or any Lender’s costs and expenses with respect to the Recapture Spaceissuance of such Note or Notes unless the assignment is made pursuant to Section 2.27), Additional Recapture Space (ii) the consent of the Administrative Agent shall be required in connection with any assignment (which consent shall not be unreasonably withheld), (iii) unless an Event of Default has occurred and is continuing, the 100% Recapture Property consent of the Borrower shall be required in connection with any assignment of Commitments to an assignee pursuant to clause (v) above (which consent shall not be unreasonably withheld), and (ziv) the Administrative Agent shall receive at the time of each such assignment the payment of a non-refundable assignment fee of $3,500 payable by the assignor or assignee (as agreed to by them) and, provided further, that such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register pursuant to Section 13.07. To the extent of any assignment pursuant to this Section 12.03, the assigning Lender shall be relieved of its obligations hereunder with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeits assigned Commitments.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease but not to Tenant’s Parent Whirlpool or any Subsidiary thereof; of Whirlpool’s Affiliates or to a natural Person (bor a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) assign or transfer all (“Purchasers”) any part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s ParentLoan Documents; provided that, (2i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld, conditioned or delayed) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the surviving entity of a merger with Tenant’s Parent, or Administrative Agent shall otherwise consent (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, each in each case of subclauses (1their sole discretion), (2x) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, assigning Lender shall retain after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party assignment a Commitment which is not less than $15,000,000 (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes unless such Lender is assigning all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3its Commitment). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the use remaining amount of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements assigning Lender’s Commitment) and in integral multiples of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with respect notice of such assignment at least three Business Days prior to subdivision the effective date thereof (b) abovewhich effective date, if for the identity and creditworthiness avoidance of the successor tenant and successor Lease Guarantor doubt, shall be subject to the reasonable approval consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that (1) if a Default under Section 8.02 or (solely with respect to Whirlpool) 8.05 or 8.06 has occurred and is continuing, the consent of Landlord Whirlpool shall not be required and Landlord Mortgagee(2) if any Default has occurred and is continuing, the consent of Whirlpool shall not be required for any assignment to a commercial bank, trust company or insurance company with capital and surplus of not less than $500,000,000. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all Eligible Assignee any of its rights and obligations under the Master Lease Loan Documents, as long as (either directly x) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent, and so long as no Event of Default under Section 11.1(a) or indirectly(j) has occurred or is continuing, Administrative Borrower in their discretion) and integral multiples of $1,000,000 in excess of that amount; (y) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by operation the transferor Lender is at least $10,000,000 (unless otherwise agreed by Agent in its Permitted Discretion); (c) reserved; (d) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (e) such assignment shall be recorded in the Register. Nothing herein shall limit the right of law a Lender to pledge or through a merger assign any rights under the Loan Documents to (i) any Federal Reserve Bank or other corporate transaction) the United States Treasury as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank or to any central bank having authority over such Lender in accordance with Applicable Law, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that any payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy such Loan Parties’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall need the prior consent of Administrative Borrower or Agent to consolidate with or merge into any other solvent corporation, partnership, limited liability company Person or other legal entity that (1) acquires to convey or transfer all or substantially all of the its properties and assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageePerson.