Ground Lease Uses in Assignment, Sublease or Mortgage Clause

Assignment, Sublease or Mortgage from Ground Lease Agreement

THIS GROUND LEASE AGREEMENT (Lease) is made and entered into to be effective as of April 7, 2009 (the Effective Date) by and between Apple Nine Ventures Ownership, Inc., a Virginia corporation (Landlord) and Chesapeake Operating, Inc., an Oklahoma corporation (Tenant).

Assignment, Sublease or Mortgage. Tenant may assign this Lease, in whole but not in part, or sublease all or any portion of one or more Sites, to an affiliate of Tenant without the consent of Landlord; provided, however, no assignment or sublease shall relieve Tenant of its obligations hereunder, and in the event of an assignment or sublease, Tenant shall provide Landlord with written notice thereof. As used herein, the term affiliate means (i) a corporation, joint venture, partnership, or other entity that owns more than 10% of the outstanding voting interest of Tenant or Guarantor or in which Tenant or Guarantor owns more than 10% of the outstanding voting interest; or (ii) a corporation, joint venture, partnership, or other entity in which, together with Tenant and Guarantor, more than 10% of the outstanding voting interest of both the Tenant, Guarantor and the other corporation, joint venture, partnership, or other entity is owned or controlled by the same person, or group of persons. Except as provided above, Tenant may not assign this Lease, in whole or in part (as to one or more Sites) or sublease all or any portion of one or more Sites without Landlords prior written consent, which consent will not be unreasonably withheld or delayed. Landlord shall have the absolute right to sell or otherwise transfer or mortgage or otherwise encumber all or any part of the fee estate of the Leased Premises; provided, however, any such sale, transfer or mortgage or other encumbrance arising or occurring after the Effective Date shall be made expressly subject to this Lease and all of Tenants rights hereunder. Alternatively, if Landlord proposes to transfer a Site or Sites, at Landlords request Tenant will enter into a new lease with the transferee covering the transferred property in the form of this Lease for the remainder of the Term. In the event of a sale or sales of all or a part of the Leased Premises and assumption of liability by the transferee, Landlord will be relieved thereafter of any further liability under this Lease. Each of Landlord and Tenant agree to grant in favor of any mortgagee of the other reasonable estoppels, non-disturbance agreements, default cure periods and other similar rights in form and content approved by Landlord and Tenant in their reasonable discretion.

Assignment, Sublease or Mortgage from Ground Lease Agreement

THIS GROUND LEASE AGREEMENT (Lease) is made and entered into to be effective as of April 7, 2009 (the Effective Date) by and between Apple Nine Ventures Ownership, Inc., a Virginia corporation (Landlord) and Chesapeake Operating, Inc., an Oklahoma corporation (Tenant).

Assignment, Sublease or Mortgage. Tenant may assign this Lease, in whole but not in part, or sublease all or any portion of one or more Sites, to an affiliate of Tenant without the consent of Landlord; provided, however, no assignment or sublease shall relieve Tenant of its obligations hereunder, and in the event of an assignment or sublease, Tenant shall provide Landlord with written notice thereof. As used herein, the term affiliate means (i) a corporation, joint venture, partnership, or other entity that owns more than 10% of the outstanding voting interest of Tenant or Guarantor or in which Tenant or Guarantor owns more than 10% of the outstanding voting interest; or (ii) a corporation, joint venture, partnership, or other entity in which, together with Tenant and Guarantor, more than 10% of the outstanding voting interest of both the Tenant, Guarantor and the other corporation, joint venture, partnership, or other entity is owned or controlled by the same person, or group of persons. Except as provided above, Tenant may not assign this Lease, in whole or in part (as to one or more Sites) or sublease all or any portion of one or more Sites without Landlords prior written consent, which consent will not be unreasonably withheld or delayed. Landlord shall have the absolute right to sell or otherwise transfer or mortgage or otherwise encumber all or any part of the fee estate of the Leased Premises; provided, however, any such sale, transfer or mortgage or other encumbrance arising or occurring after the Effective Date shall be made expressly subject to this Lease and all of Tenants rights hereunder. Alternatively, if Landlord proposes to transfer a Site or Sites, at Landlords request Tenant will enter into a new lease with the transferee covering the transferred property in the form of this Lease for the remainder of the Term. In the event of a sale or sales of all or a part of the Leased Premises and assumption of liability by the transferee, Landlord will be relieved thereafter of any further liability under this Lease. Each of Landlord and Tenant agree to grant in favor of any mortgagee of the other reasonable estoppels, non-disturbance agreements, default cure periods and other similar rights in form and content approved by Landlord and Tenant in their reasonable discretion.