Common use of Subletting and Assignment Clause in Contracts

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), may (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Notwithstanding the foregoing, any such assignment or sublet shall be subject to the terms of the Loan Documents. Any sublet or assignment in violation of the requirements of this Article 20 shall be null and void.

Subletting and Assignment. Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Section 25.4, and Section 25.1.11 below, Tenant shall have no right, directly or indirectly, to assign this Lease in part under any circumstances. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth foregoing, except as expressly provided herein, Lessee mayTenant shall not, but only with without the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned so long as no Event of Default has occurred and is continuing hereunder, (a) assign this Lease in its entirety or sublet mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Lease in whole or in part or sublease all or any part of any Leased Property or suffer or permit this Lease or the leasehold estate created hereby or thereby or any other rights arising under this Lease to be assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily or by operation of law, or permit the use or occupancy of any Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of this Section 25.1, an Affiliate assignment of Lesseethis Lease shall be deemed to include any change in control of any Tenant, as if such change in control or transaction were an assignment of this Lease. Changes in control of any Tenant shall include, without limitation, (a) a change in the composition of the board of directors of any Tenant or any Guarantor such that at the end of any period of twelve (12) consecutive months the persons constituting a majority of such board of directors are not the same as the persons constituting a majority at the start of such period (or persons appointed by such majority), (b) sublet the sale or other disposition of (i) all or any retail part of its interest in any Guarantor or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, (ii) all or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms assets of any Guarantor or any Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (c) a merger or consolidation involving any Guarantor or any Tenant, which results in the stockholders of any Guarantor or any Tenant immediately prior to such event owning less than 50% of the capital stock of the surviving entity or any public parent of the surviving entity. For purposes of this Lease on the Section 25.1, a sublease of all or any part of Lessee any Leased Property shall be deemed to be kept and performed and shall beinclude any concessionaire agreement, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent license agreement or other agreement involving use or possession of Lessor; provided that all or any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorany Leased Property.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor’s sole discretion, (a) assign this Lease with respect to the Leased Property or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements with respect to the Leased Property in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable with respect to the Leased Property under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate with respect to the Leased Property without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that Property, or any subletting to any party portion thereof, by anyone other than an Affiliate Tenant, any Manager approved by Landlord pursuant to the applicable provisions of Lessee shall not individually as to any one such sublettingthis Agreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in the aggregate, materially diminish the actual Control of any or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms Entities comprising Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of this Lease on Tenant), Landlord may collect the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to LessorLandlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be delivered promptly in form and substance satisfactory to LessorLandlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor’s sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Sections 5.4 and 16.3 and in this Lease Section 16.1, Tenant shall not, without Landlord's prior written consent, assign, mortgage, pledge, hypothecate, encumber or sublet otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that upon a transfer of the Leased Property by Landlord whereby this Agreement is excluded from the term "Leases" as used in the normal course Membership Interest Pledge Agreement such that the Membership Interest Pledge Agreement no longer secures the performance of Tenant hereunder, Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of the Primary Intended Use; provided Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as to include any one such subletting, involuntary liens or attachments contested by Tenant in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply good faith in accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorArticle 8.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Xxxxxxxx’s prior written consent of Lessor (which consent shall not be unreasonably withheld or delayeddelayed so long, as immediately after giving effect to any such transaction, Landlord will be the beneficiary of a Guaranty from a Person that, immediately following such transfer, is a Qualifying Guarantor), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily, or permit the use or operation of the Leased Improvements Property, or any portion thereof, by anyone other than Tenant. If Xxxxxx’s interest in this Agreement is assigned, Landlord may collect the rents due hereunder from the assignee. If the Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant), then, upon the occurrence and during the continuance of an Event of Default, Landlord may collect the rents due hereunder from the subtenant or occupant, as the case may be (and, for certainty, all rents so collected shall be credited toward Xxxxxx’s payment obligations hereunder). No such collection shall be deemed a waiver of the provisions set forth in the normal course first paragraph of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a sublettingSection 16.1, the sublessee shall comply with the provisions acceptance by Landlord of Section 20.2such assignee, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, as a tenant, or, except as provided in form and substance satisfactory to LessorSection 16.3.2, shall be delivered promptly to Lessora release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Subletting and Assignment. Subject Lessee shall not assign the Lease or sublease the Leased Property or engage any Management Company, or allow any tenants of the Facility to the provisions of Article 19 and Section 20.2 and engage any other express conditions or limitations set forth hereinManagement Company, Lessee maywithout Lessor's prior written consent, but only with the which consent of Lessor (which shall not be unreasonably withheld or delayed)withheld; provided, (a) however, that Lessee shall have the right to assign this the Lease or sublet all or any part of sublease the Leased Property to an Affiliate of Lessee, without Lessor's prior written consent. Any sublease approved by Lessor shall be subordinate to this Lease and may be terminated or (b) sublet any retail or restaurant portion of the Leased Improvements left in place by Lessor in the normal course event of the Primary Intended Use; provided that any subletting to any party other than an Affiliate a termination of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment, provided that (a) in the case of a subletting, the sublessee shall comply with the provisions of Section 20.2this Article XXIV, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease Lessor and assignment and assumption, duly executed by Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described in Article XXXII hereof and such sublessee or assignee, as the case may be, in form leases and substance satisfactory to Lessor, shall be delivered promptly to Lessorsubleases are deemed approved by Lessor under this paragraph.

Subletting and Assignment. Subject to Except as provided in Sections 16.3 and 16.5 below, Tenant shall not, without the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor Landlord (which shall not consent may be unreasonably given or withheld or delayedin its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Collective Leased Property Properties or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet permit the use or occupancy of any retail or restaurant portion of the Collective Leased Improvements in the normal course Properties by anyone other than Tenant, or any of the Primary Intended Use; provided that Collective Leased Properties to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include any subletting to Change in Control of Tenant. If this Agreement is assigned or if any party of the Collective Leased Properties or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one such subletting, or Tenant and its employees) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms contravention of this Lease on Agreement, Landlord may collect the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (aw) voluntarily or by operation of law assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), directly or indirectly, in whole or in part, this Lease or Tenant’s Leasehold Estate, (x) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of LesseeFacility, or (by) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the express terms of the MLSA, replace Manager or another wholly-owned subsidiary of CEC as Manager under the MLSA (other than with another wholly-owned subsidiary of CEC). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation (and of Manager or such other Affiliate of CEC in the management) of the Facility hereunder and that Landlord entered into this Lease on with the part expectation that Tenant would remain in and operate (and Manager or such other Affiliate of Lessee CEC would manage) the Facility during the entire Term. Any Change of Control (or, subject to be kept and performed and Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control) shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment in Article XI of the Rent and for MLSA, no assignment or direct or indirect transfer of any nature (whether or not permitted hereunder) shall have the performance and observance effect of all of releasing Tenant, Guarantor or Manager from their respective obligations under the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorMLSA.

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (aw) voluntarily or by operation of law assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), in whole or in part, this Lease or Tenant’s Leasehold Estate, (x) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of LesseeFacility, or (by) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the express terms of the MLSA, replace Manager or another wholly-owned subsidiary of CEC as Manager under the MLSA (other than with another wholly-owned subsidiary of CEC). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation (and of Manager or such other Affiliate of CEC in the management) of the Facility hereunder and that Landlord entered into this Lease on with the part expectation that Tenant would remain in and operate (and Manager or such other Affiliate of Lessee CEC would manage) the Facility during the entire Term. Any Change of Control (or, subject to be kept and performed and Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control) shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment in Article XI of the Rent and for MLSA, no assignment or direct or indirect transfer of any nature (whether or not permitted hereunder) shall have the performance and observance effect of all of releasing Tenant, Guarantor or Manager from their respective obligations under the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorMLSA.

Subletting and Assignment. Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 25.1.11 below, Tenant shall have no right, directly or indirectly, to assign this Lease in part under any circumstances. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth foregoing, except as expressly provided herein, Lessee mayTenant shall not, but only with without the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned so long as no Event of Default has occurred and is continuing hereunder, (a) assign this Lease in its entirety or sublet mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Lease in whole or in part or sublease all or any part of any Leased Property or suffer or permit this Lease or the leasehold estate created hereby or thereby or any other rights arising under this Lease to be assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily or by operation of law, or permit the use or occupancy of any Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of this Section 25.1, an Affiliate assignment of Lesseethis Lease shall be deemed to include any change in control of any Tenant, as if such change in control or transaction were an assignment of this Lease. Changes in control of any Tenant shall include, without limitation, (a) a change in the composition of the board of directors of any Tenant or any Guarantor such that at the end of any period of twelve (12) consecutive months the persons constituting a majority of such board of directors are not the same as the persons constituting a majority at the start of such period (or persons appointed by such majority), (b) sublet the sale or other disposition of (i) all or any retail part of its interest in any Guarantor or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, (ii) all or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms assets of any Guarantor or any Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (c) a merger or consolidation involving any Guarantor or any Tenant, which results in the stockholders of any Guarantor or any Tenant immediately prior to such event owning less than 50% of the capital stock of the surviving entity or any public parent of the surviving entity. For purposes of this Lease on the Section 25.1, a sublease of all or any part of Lessee any Leased Property shall be deemed to be kept and performed and shall beinclude any concessionaire agreement, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent license agreement or other agreement involving use or possession of Lessor; provided that all or any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorany Leased Property.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Sections 5.4, 0 16.3, 0 and in this Lease Section 16.1, Tenant shall not, without Landlord's prior written consent, (which may be given or sublet withheld by Landlord in its sole discretion) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party Property by anyone other than an Affiliate of Lessee shall not individually as to any one such sublettingTenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that Tenant may, without Landlord's consent, (i) sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of Crestline or Marriott so long as (x) such Subsidiary shall expressly assume the aggregate, materially diminish the actual or potential Percentage Rent payable obligations of Tenant under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2Agreement, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform (y) all of the terms interests in such Subsidiary shall be pledged to Landlord pursuant to a pledge agreement on substantially the same form as the Membership Interest Pledge Agreement, whereupon the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant and the then-existing pledge of interests in the Tenant pursuant to the Membership Interest Pledge Agreement shall be released and (ii) mortgage Tenant's interest in the Leased Property to Marriott to secure advances made by Marriott under the Liquidity Facility Agreement pursuant to Section 16.6 hereof. For purposes of this Lease on Section 16.1, an assignment of this Agreement shall be deemed to include the part following (for purposes of Lessee this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be kept and performed and shall bea direct or indirect Subsidiary of Crestline or Marriott, and becomeor any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not Crestline or Marriott or a Subsidiary of Crestline or Marriott, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease or pursuant to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform which all or substantially all of the terms Tenant's assets are transferred to any other Entity other than Crestline or Marriott or a Subsidiary of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either Crestline or Marriott, as if such change in control or transaction were an assignment of this Agreement but shall not include any involuntary liens or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed attachments contested by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, Tenant in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorgood faith in accordance with Article 8.

Subletting and Assignment. Subject to the rights of Tenants under existing Tenant Leases and subject to the provisions of Article 19 and Section 20.2 23.3 below and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 23.2.

Subletting and Assignment. Subject to the provisions of Article 19 XVIII and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall consent may not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or subletting shall require the express written consent of Lessor, which consent may be withheld, delayed or conditioned in Lessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; Lessor to any party providing a loan to Lessee or any of its affiliates (a "Lender") provided that (i) the assignment is for the purpose of granting a collateral interest in Lessee's economic interest in the Leases or in any such assignee assumes future leases between Lessor and Lessee, to the Lender, or in writing and agrees to keep and perform all the economic interest of the terms of the Lease on the part any Affiliate of Lessee in the Leases, to be kept secure such loan and performed and shall be and become jointly and severally liable with Lessee for the performance thereof(ii) such assignment is not made in violation of Lessee's organizational documents. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of a Controlling interest in Lessee shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 22.1.

Subletting and Assignment. Subject Except as expressly permitted herein, Lessee shall not mortgage, assign, sublet, or otherwise transfer its interest in the Facility and, subject to the provisions of Article 19 XVIII and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall not may be unreasonably granted or withheld or delayed)in Lessor's sole and absolute discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeProperty; provided, or (b) however, Lessee may sublet any retail or restaurant portion of the Leased Improvements Improvements, without prior written consent of Lessor, in the normal course of the Primary Intended Use; provided provided, further, that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be and become jointly and severally liable with Lessee for the performance thereofdelivered promptly to Lessor. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumptionNotwithstanding anything in this Lease to the contrary, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorwill not enter into any lease that violates Section 18.1(b).

Subletting and Assignment. Subject Except as expressly permitted herein, Lessee shall not mortgage, assign, sublet, or otherwise transfer its interest in the Facility and, subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall not may be unreasonably granted or withheld or delayed)in Lessor's sole and absolute discretion, (a) assign this Lease or Lease, (b) sublet all or any part of the Leased Property to an Affiliate of LesseeProperty, or (bc) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be and become jointly and severally liable with Lessee for the performance thereofdelivered promptly to Lessor. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (ax) voluntarily, by operation of law or otherwise assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), in whole or in part, this Lease or Tenant’s Leasehold Estate, (y) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of Lesseeany Facility, or (bz) sublet engage the services of any retail Person (other than a wholly owned Subsidiary of ERI) for the management of any Facility, nor shall Tenant cause, suffer or restaurant portion permit any of the Leased Improvements foregoing to occur. Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the normal course operation of the Primary Intended Use; Facilities hereunder and that Landlord entered into this Lease with the expectation that Tenant would remain in and operate the Facilities during the entire Term. Any Change of Control (including any Change of Control of Guarantor) (or, subject to Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control, including any Change of Control of Guarantor) shall constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided that in Section 22.2(i) or Section 14 of the Guaranty, no assignment or direct or indirect transfer (nor any subletting to Change of Control) of any party other than an Affiliate of Lessee nature (whether or not permitted hereunder) shall not individually as to any one such subletting, or result in the aggregatetermination, materially diminish release, reduction or limitation of any of Guarantor’s obligations or liabilities under the actual or potential Percentage Rent payable under this Lease. In Guaranty, it being understood that, except as expressly provided in Section 14 of the case Guaranty, all of a subletting, Guarantor’s obligations and liabilities in respect of the sublessee Guaranty shall comply with the provisions of Section 20.2, continue unabated and in the case of an assignment, the assignee shall assume full force and effect in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable accordance with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed Guaranty, notwithstanding any such transfer, and shall not terminate or be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment released or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, reduced in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorany respect.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations Tenant shall not, without Landlord’s prior written consent, which, except as specifically set forth herein, Lessee maymay be withheld in Landlord’s reasonable discretion, but only with the consent voluntarily or by operation of Lessor law assign (which shall not be unreasonably withheld term includes any transfer, sale, encumbering, pledge or delayed)other transfer or hypothecation) this Master Lease, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lesseeany Facility (including, without limitation, any rights granted by Tenant through a dark fiber agreement, a dim fiber agreement or a collocation agreement) or engage the services of any Person (bother than any of Tenant’s Subsidiaries) sublet for the management or operation of any retail or restaurant portion Facility (each of the Leased Improvements aforesaid acts being referred to herein as a “Transfer”) (provided that the foregoing shall not restrict a transferee of Tenant from retaining a manager necessary for such transferee’s satisfying the requirement set forth in clause (a)(1) of the definition of “Discretionary COC Transferee” or prevent Tenant or its Subsidiaries from outsourcing or contracting with third parties to perform services that remain under the supervision of Tenant or its Subsidiaries). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the normal course operation of the Primary Intended Use; provided Facilities and that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under Landlord entered into this Lease. In the case of a subletting, the sublessee shall comply Master Lease with the provisions expectation that Tenant (or Tenant’s Subsidiaries on behalf of Section 20.2Tenant) would remain in and operate such Facilities during the entire Term and for that reason, and except as set forth herein, Landlord retains reasonable discretion in approving or disapproving any assignment or sublease. Any Change in Control shall constitute an assignment of Tenant’s interest in this Master Lease within the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms meaning of this Lease on Article XXII and the part of Lessee to be kept and performed and provisions requiring consent contained herein shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorapply.

Subletting and Assignment. Subject Lessee shall not, without the prior written consent of Lessor, which consent may be given or withheld in Lessor’s sole discretion, assign this Lease or any interest thereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Lessee, or otherwise mortgage, hypothecate or encumber its interest under this Lease or in the Premises. Consent by Lessor to any one assignment or subletting shall not be construed to relieve Lessee from obtaining the provisions prior written consent of Article 19 and Section 20.2 and Lessor to any further assignment or subletting nor shall it waive Lessor’s right to refuse to consent to any other express conditions such request. Such assignment or limitations set forth hereinsubletting, Lessee may, but only with or the consent of Lessor (which thereto, shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part relieve Lessee of the Leased Property its primary obligations to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided Lessor hereunder. It is agreed that any subletting if Lessee requests Lessor’s consent to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made of all or any portion of the Premises, it shall submit to Lessor in writing the name of the proposed assignee or sublessee, the terms and conditions of the assignment or subletting, and the nature, character and references of the business of the proposed assignee or sublessee, along with such other information regarding the proposed assignee or sublessee as Lessor shall request. In addition to the Monthly Rental otherwise due and payable hereunder, it is hereby agreed that during the TermTerm hereof and any approved sublease hereof, Lessee shall remain primarily liablepay to Lessor as additional Monthly Rental, as principal rather than as surety, for the prompt payment one hundred percent (100%) of the Rent and for amount by which the performance and observance of all of the covenants and conditions to be performed rental received by Lessee from its subtenant exceeds the Monthly Rental hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations permitted exceptions set forth hereinin Section 22.3 below, Lessee maymay not assign, but only with sublease or sublet, encumber, appropriate, pledge or otherwise transfer, this Lease or the consent leasehold or other interest in the Leased Property without Lessor’s consent, which may be withheld in Lessor’s sole and absolute discretion. Notwithstanding the forgoing in this Section 22, Lessee may sublet one or more Facility to a subsidiary of Lessee, provided that (1) such subleasing agreement be in a form that is reasonably acceptable to Lessor, and (2) that Lessee provides to Lessor not less than thirty (which 30) days prior written notice of Lessee’s intent to effect such sublease. In addition, Lessee shall be permitted to sublet, within any Facility under this Lease, up to twenty percent (20%) of the square footage to any party providing ancillary services to the residents or employees of any Facility, provided that the number of Units available for rent at such Facility shall not be unreasonably withheld or delayeddecreased. Upon Lessor’s consent (and, in such cases where Lessor’s consent is not required pursuant to Section 22.3 below), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, (b) Lessee shall provide an original counterpart of each such sublease, duly executed by Lessee and such sublessee, that shall be delivered promptly to Lessor, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, (c) Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart Nothing hereunder shall preclude Lessor from selling any of each such sublease and assignment and assumptionthe Leased Property or assigning or transferring its interest hereunder, duly executed by Lessee and such sublessee provided the new owner or assignee, as the case may be, in form and substance satisfactory to assignee expressly assumes Lessor, shall be delivered promptly to Lessor’s obligations under this Lease.

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (ax) voluntarily, by operation of law or otherwise assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), in whole or in part, this Lease or Tenant’s Leasehold Estate, (y) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of LesseeFacility, or (bz) sublet engage the services of any retail or restaurant portion Person (other than a wholly owned Subsidiary of ERI) for the management of the Leased Improvements Facility, nor shall Tenant cause, suffer or permit any of the foregoing to occur. Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the normal course operation of the Primary Intended Use; Facility hereunder and that Landlord entered into this Lease with the expectation that Tenant would remain in and operate the Facility during the entire Term. Any Change of Control (including any Change of Control of Guarantor) (or, subject to Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control, including any Change of Control of Guarantor) shall constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided that in Section 22.2(i) or Section 14 of the Guaranty, no assignment or direct or indirect transfer (nor any subletting to Change of Control) of any party other than an Affiliate of Lessee nature (whether or not permitted hereunder) shall not individually as to any one such subletting, or result in the aggregatetermination, materially diminish release, reduction or limitation of any of Guarantor’s obligations or liabilities under the actual or potential Percentage Rent payable under this Lease. In Guaranty, it being understood that, except as expressly provided in Section 14 of the case Guaranty, all of a subletting, Guarantor’s obligations and liabilities in respect of the sublessee Guaranty shall comply with the provisions of Section 20.2, continue unabated and in the case of an assignment, the assignee shall assume full force and effect in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable accordance with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed Guaranty, notwithstanding any such transfer, and shall not terminate or be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment released or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, reduced in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorany respect.

Subletting and Assignment. Except as otherwise expressly provided herein, or in the Master Hotel Agreement, Lessee shall not sell, assign, sublet, transfer, convey or hypothecate, whether by operation of law or otherwise, its leasehold interest in the Leased Property, or any interest therein, to any other Person without the prior written consent of Lessor not to be unreasonably withheld. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), may (a) on the terms and conditions set forth below, assign this Lease or sublet all or any part of the Leased Property to an Affiliate a Subsidiary of LesseeBHR, or (b) unless a Major Sublease is involved, sublet any retail or restaurant Restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish aggregate be executed by Lessee for the sole or primary purpose of diminishing in any material respect the actual or potential Percentage Rent payable under this Lease. Lessor shall have the right to approve in advance any Major Sublease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderhereunder unless, in the case of an assignment, Lessor otherwise consents in writing (which consent will not be unreasonably withheld but may be conditioned upon the assignee's or transferee's satisfaction of criteria similar to those for a Qualified Assignee as described in Section 21.1 hereof). An original counterpart of each such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and XVIII, Section 20.2 21.2 and any other express conditions consents, conditions, limitations or limitations other provisions set forth herein, Lessee mayshall not, but only with the consent of Lessor (which shall not be unreasonably withheld either directly or delayed)indirectly, (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate of LesseeProperty, or mortgage, pledge or encumber this Lease, or the Lessee's leasehold estate in and to the Land or the Leased Improvements or any portion thereof, without first obtaining the prior written consent of Lessor, which consent may be granted or withheld in Lessor's sole and absolute discretion. For the purposes of the foregoing, the transfer of a majority equity interest in Lessee or the transfer of control of Lessee (b"control" being defined as set forth in the definition of Affiliate" under Article II hereof) sublet shall be deemed an assignment of this Lease. Notwithstanding the foregoing, Lessor's consent shall not be unreasonably withheld for any sublease of a retail or portion (excluding a restaurant portion portion) of the Leased Improvements Improvements, provided that (i) the annual rent to be derived from such sublease does not equal or exceed 5% of Gross Revenues for the preceding Lease Year, and (ii) in Lessor's judgment reasonably exercised, such sublease will not materially and adversely change the normal course character of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseFacility. In the case of a permitted subletting, the sublessee sublease shall comply with the provisions of Section 20.221.2, and in the case of an a permitted assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each any such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Notwithstanding anything contained in this Lease to the contrary, Lessee shall not enter into any sublease which sublease would have the effect of producing income for the Lessor that is not "rents from real property" as such term is defined in Section 856(d) of the Code.

Subletting and Assignment. Subject to the provisions of Article 19 -------------------------- and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in the normal course Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Primary Intended Use; provided that Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to any one such sublettinga Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in the aggregateconnection therewith, materially diminish the actual acquire all or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms Courtyard or Residence Inn business of this Lease the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the part of Lessee Courtyard or Residence Inn business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to be kept such Corporate Transfer and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the no consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and by Landlord shall be and become jointly and severally liable required with Lessee for respect thereto. If Landlord fails to give Notice of such waiver (or the performance withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. In case of either an assignment If this Agreement is assigned or subletting made during if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such col lection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Subletting and Assignment. Subject (a) Mesoblast shall not assign, mortgage, pledge, encumber or in any manner transfer this Sub-Sublease or any part thereof nor further sublet or suffer the Subleased Premises or any part thereof to be used by others, except as expressly permitted by this Sub-Sublease, the Sublease (including, without limitation, the first sentence of Section 10(a) thereof) and the Lease. If this Sub-Sublease is assigned in violation of the provisions of Article 19 this Sub-Sublease, Carlo Pazolini may and Section 20.2 and is hereby empowered to collect rent from the assignee. In such event, Carlo Pazolini may apply the net amount received by it to the Fixed Rent, Additional Rent or any other express conditions payments herein reserved or limitations set forth provided for, and no such collection shall be deemed a waiver of the covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the assignee as a tenant or subtenant under this Sub-Sublease or a release of Mesoblast from the further performance of its covenants herein, Lessee may, but only with . If the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all Subleased Premises or any part thereof is further sublet or occupied by others in violation of the Leased Property provisions of this Sub-Sublease, Carlo Pazolini is hereby empowered to an Affiliate collect rent from the subtenant or other occupant, and to apply the same to the curing of Lesseeany default hereunder in any order of priority Carlo Pazolini may elect, any unexpended balance to be applied by Carlo Pazolini against any rental or (b) sublet other obligations subsequently becoming due. The making of any retail assignment, mortgage, pledge, encumbrance or restaurant portion subletting in whole or in part, and whether or not in violation of the Leased Improvements in provisions of this Sub-Sublease, shall not operate to relieve Mesoblast from its obligations under this Sub-Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or further subletting, Mesoblast shall remain liable for the normal course payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sub-Sublease until the end of the Primary Intended Use; provided that Term (except to the extent of any subletting to rents actually collected by Carlo Pazolini from any party such assignee or subtenant). Each and every assignee, whether as assignee or as successor in interest of Mesoblast or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Mesoblast and with each other than an Affiliate for the payment of Lessee shall not individually as to any one such sublettingthe Fixed Rent, or in the aggregate, materially diminish the actual or potential Percentage Additional Rent and other charges payable under this Lease. In Sub-Sublease and for the case due performance of a sublettingall the covenants, the sublessee shall comply with the agreements terms and provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease Sub-Sublease on the part of Lessee Mesoblast to be kept paid and performed and shall be, and become, jointly and severally liable with Lessee for until the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all end of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall consent may not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or subletting shall require the express written consent of Lessor, which consent may be withheld, delayed or conditioned in Lessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; Lessor to any party providing a loan to Lessee or any of its affiliates (a "Lender") provided that (a) the assignment is for the purpose of granting a collateral interest in Lessee's economic interest in the Leases or in any such assignee assumes future leases between Lessor and Lessee, to the Lender, or in writing and agrees to keep and perform all the economic interest of the terms of the Lease on the part any Affiliate of Lessee in the Leases, to be kept secure such loan and performed and shall be and become jointly and severally liable with Lessee for the performance thereof(b) such assignment is not made in violation of Lessee's organic documents. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of a Controlling interest in Lessee shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 23.1.

Subletting and Assignment. Subject to the rights of Tenants under existing Tenant Leases and subject to the provisions of Article 19 and Section 20.2 23.3 below and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such Tenant Leases extend beyond the Term of this Lease. Lessor shall receive the rents from, and be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and all such Tenant Leases shall, to the extent applicable, be subject to the provisions of this Section and Section 23.2. No sublease and or assignment and assumption, duly executed by shall release Lessee and such sublessee or assignee, as Guarantor from their obligations under the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorLease or Guaranty.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations permitted exceptions set forth hereinin SECTION 22.3 below, Lessee maymay not assign, but only with sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's consent, which may be withheld in Lessor's sole and absolute discretion. Upon Lessor's consent of Lessor (which shall and, in such cases where Lessor's consent is not be unreasonably withheld or delayedrequired pursuant to SECTION 22.3 below), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 22.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in a form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumptionNothing hereunder shall preclude Lessor from selling the Leased Property or assigning or transferring its interest hereunder, duly executed by Lessee and such sublessee provided the new owner or assignee, as the case may be, in form and substance satisfactory to assignee expressly assumes Lessor, shall be delivered promptly to Lessor's obligations under this Lease.

Subletting and Assignment. Subject to the provisions of Article 19 Except as provided in SECTIONS 15.3 and Section 20.2 and any other express conditions or limitations set forth herein15.5, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. For purposes of this SECTION 15.1, an Affiliate assignment of Lessee, this Agreement shall be deemed to include any transaction which results in Tenant no longer being an Affiliated Person of Guarantor or (b) sublet any retail pursuant to which all or restaurant portion substantially all of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting Tenant's assets are transferred to any party Person who is not an Affiliated Person of Guarantor. If this Agreement is assigned or if the Property or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one Tenant and its employees or hotel guests), then Landlord may collect the rents from such sublettingassignee, subtenant or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in this SECTION 15.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Subletting and Assignment. Subject to Lessee shall not, directly or indirectly, without the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld or delayed), (a) assign sell, assign, hypothecate, or otherwise transfer this Lease or any interest hereunder, or sublet all the Premises or any part thereof, or permit the use of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to Premises by any party other than an Affiliate Lessee. Consent to any assignment or sublease shall not be deemed a waiver of the right of Lessor to approve any further assignment or subletting. Notwithstanding any permitted assignment or subletting, Lessee shall not individually as to any one such sublettingremain liable for the full and complete performance, or in the aggregatesatisfaction, materially diminish the actual or potential Percentage Rent payable under and compliance with each and every agreement, term, covenant, condition, requirement, provision, and restriction of this Lease, as principal and not as surety or guarantor, and as if no such assignment or subletting had been made. In the case event that Lessee sublets the Premises or any parts thereof, or sells, assigns, or transfers this Lease and at any time receives rent and/or other consideration which exceeds that which Lessee would at that time be obligated to pay to Lessor, Lessee shall pay to Lessor 50% of a sublettingthe gross excess in such rent as such rent is received by Lessee and 50% of any other consideration received by Lessee from such subtenant in connection with such sublease or, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment of this Lease by Lessee, Lessor shall receive 50% of any consideration paid to Lessee by such assignee in connection with such assignment. In addition, should Lessor agree to an assignment or sublease agreement, Lessee will pay to Lessor on demand a sum equal to all of Lessor's costs, including reasonable attorneys' fees, incurred in connection with such assignment or transfer. Notwithstanding the provisions of this Xxxxxxxxx 00, Xxxxxx may assign this Lease, without Lessor’s consent, to any entity which controls, is controlled by or is under common control with Lessee, or to an entity resulting from the merger, sale of stock, consolidation, or other corporate reorganization or transaction with Lessee, or to any entity which acquires all the assets of Lessee; each of which is referred to as a "Permitted Transfer", provided that before such Permitted Transfer shall be effective, (a) said assignee shall have a financial condition equal to or better than Lessee at the time of such assignment as determined by Lessor in Lessor's reasonable discretion (b) said assignee shall assume, in full, the assignee obligations of Lessee under this Lease, and (c) Lessor shall assume be given prior written notice of such assignment and assumptions. Any such Permitted Transfer shall not, in writing and agree to keep and perform all any way, affect or limit the liability of Lessee under the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorLease.

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- XIX and Section 20.2 23.2 and any other express conditions (or limitations set forth herein), Lessee Tenant may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Landlord, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeTenant, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided provided, Tenant warrants that any subletting to any party other than an Affiliate of Lessee Tenant shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Tenant to be kept and performed and shall be, and become, jointly and severally liable with Lessee Tenant for the performance thereof. Notwithstanding the above, Lessee Tenant may assign the Lease to an Affiliate without the consent of LessorLandlord; provided that the organizational documents of such assignee are acceptable to Landlord and the Rating Agencies and such replacement tenant has delivered to Tenant and the Rating Agencies a nonconsolidation opinion in form acceptable to such parties any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee the Tenant to be kept and performed and shall be and become jointly and severally liable with Lessee Tenant for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Tenant hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee Tenant and such sublessee or assignee, as the case may be, in form and substance satisfactory to LessorLandlord, shall be delivered promptly to LessorLandlord.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in the normal course Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Primary Intended Use; provided that Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to any one such sublettinga Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in the aggregateconnection therewith, materially diminish the actual acquire all or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms Residence Inn or Courtyard business of this Lease the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the part of Lessee Residence Inn or Courtyard business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to be kept such Corporate Transfer and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the no consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and by Landlord shall be and become jointly and severally liable required with Lessee for respect thereto. If Landlord fails to give Notice of such waiver (or the performance withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. In case of either an assignment If this Agreement is assigned or subletting made during if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such col lection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate Xxxxxxxx Hotels, Inc. without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent shall not unreasonably be withheld; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth hereinthis Paragraph 22, Lessee mayand its permitted assigns shall be entitled, but only with at xxx xxxx xxxxxxx xxrst obtaining the consent of Lessor Lessor, to sublease up to the greater of (which shall not be unreasonably withheld i) 2,000 square feet, or delayed)(ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility. Upon Lessor's consent, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2Paragraph 22.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding , (c) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Xxxxxxxx’s prior written consent of Lessor (which consent shall not be unreasonably withheld or delayeddelayed so long, as immediately after giving effect to any such transaction, Landlord will be the beneficiary of a Guaranty from a Person that, immediately following such transfer, is a Qualifying Guarantor), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily, or permit the use or operation of the Leased Improvements Property, or any portion thereof, by anyone other than Tenant. If Xxxxxx’s interest in this Agreement is assigned, Landlord may collect the rents due hereunder from the assignee. If the Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant), then, upon the occurrence and during the continuance of an Event of Default, Landlord may collect the rents due hereunder from the subtenant or occupant, as the case may be (and, for certainty, all rents so collected shall be credited toward Tenant’s payment obligations hereunder). No such collection shall be deemed a waiver of the provisions set forth in the normal course first paragraph of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a sublettingSection 16.1, the sublessee shall comply with the provisions acceptance by Landlord of Section 20.2such assignee, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, as a tenant, or, except as provided in form and substance satisfactory to LessorSection 16.3.2, shall be delivered promptly to Lessora release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Subletting and Assignment. Subject to the provisions of Article 19 Section 18 and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee Tenant may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Landlord, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeTenant, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee Tenant shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Tenant to be kept and performed and shall be, and become, jointly and severally liable with Lessee Tenant for the performance thereof. Notwithstanding the above, Lessee Tenant may assign the Lease to an Affiliate without the consent of LessorLandlord; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee the Tenant to be kept and performed and shall be and become jointly and severally liable with Lessee Tenant for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Tenant hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee Tenant and such sublessee or assignee, as the case may be, in form and substance satisfactory to LessorLandlord, shall be delivered promptly to LessorLandlord.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Xxxxxxxx’s prior written consent of Lessor (which consent shall not be unreasonably withheld or delayeddelayed so long, as immediately after giving effect to any such transaction, Landlord will be the beneficiary of a Guaranty from a Person that, immediately following such transfer, is a Qualifying Guarantor), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant. If Xxxxxx’s interest in this Agreement is assigned, Landlord may collect the rents due hereunder from the assignee. If the Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant), then, upon the occurrence and during the continuance of an Event of Default, Landlord may collect the rents due hereunder from the subtenant or occupant, as the case may be (and, for certainty, all rents so collected shall be credited toward Xxxxxx’s payment obligations hereunder). No such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or, except as provided in Section 16.3.2, a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Except as expressly set forth herein, no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder or any Guarantor, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. An original counterpart of each assignment and assumption of this Agreement, duly executed by Xxxxxx and such assignee, shall be delivered to Landlord substantially contemporaneously with execution, and (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease Agreement on the part of Lessee Tenant to be kept and performed from and after such assignment and (b) the assignor shall beautomatically be released from any covenants, agreements and becomeobligations of Tenant hereunder if and to the extent that they were assumed by such assignee. If, jointly and severally liable in connection with Lessee for any assignment of Tenant’s interest in this Agreement, Xxxxxx delivers a replacement Guaranty to Landlord from a Qualifying Guarantor, as contemplated by the performance thereof. Notwithstanding Guaranty, then the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and then-existing Guarantor automatically shall be released from any obligations under its Guaranty that are obligations of such new Qualifying Guarantor pursuant to such replacement Guaranty or otherwise first arise or accrue after the date of such replacement Guaranty (it being understood that in no circumstance will the then-existing Guarantor be deemed liable for any obligations that first arise or accrue under this Agreement from and become jointly and severally liable with Lessee for after the performance thereofdate of such replacement Guaranty). In case of either an No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment other transfer of the Rent and for the performance and observance Xxxxxx’s interest under this Agreement in contravention of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, this Article 16 shall be delivered promptly to Lessorvoidable at Landlord’s option.

Subletting and Assignment. Subject Lessee shall not, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise, (ii) sublet the provisions Premises or any part thereof, or (iii) permit the use of Article 19 the Premises by any Persons other than Lessee and Section 20.2 its employees (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any other express conditions Person to whom any Transfer is made or limitations set forth hereinsought to be made is hereinafter sometimes referred to as a "Transferee"). If Lessee shall desire Lessor's consent to any Transfer, Lessee mayshall notify Lessor in writing, but only with which notice shall include: (a) the consent of Lessor proposed effective date (which shall not be unreasonably withheld or delayedless than 30 nor more than 180 days after Lessee's notice), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant the portion of the Leased Improvements in Premises to be Transferred (herein called the normal course "Subject Space"), (c) the terms of the Primary Intended Use; provided that any subletting proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, and a copy of all documentation pertaining to any party other than the proposed Transfer, and (d) current financial statements of the proposed Transferee certified by an Affiliate of Lessee shall not individually as to any one such sublettingofficer, partner, or in owner thereof, and any other information to enable Lessor to determine the aggregatefinancial responsibility, materially diminish character, and reputation of the actual proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Lessor may reasonably require. Any Transfer made without complying with this paragraph shall, at Lessor's option, be null, void and of no effect, or potential Percentage Rent payable shall constitute a Default under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed pay reasonable legal fees incurred by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to within thirty (30) days after written request by Lessor.

Subletting and Assignment. Subject Except as otherwise provided in this Paragraph 14, Sublessee shall not assign this Sublease or sublet the whole or any part of the Premises without the prior consent of the Sublessor, which consent may be granted or withheld in the absolute discretion of Sublessor. Sublessee shall give Sublessor at least thirty (30) days' prior written notice of its intention to assign the Sublease or sublet the whole or any part of the Premises and shall furnish Sublessor with such information as Sublessor reasonably requests. Sublessor shall advise Sublessee within fifteen (15) days after receipt of all information it requests whether it consents to the provisions transaction in question. In the event Sublessor does not so advise Sublessee in writing within said fifteen (15) day period, then Sublessor shall be deemed not to have approved the proposed assignment or subletting. Notwithstanding any of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed)above, (a) assign Sublessee shall remain fully responsible for all its obligations under this Lease Sublease in the event of any assignment of this Sublease or sublet subletting of all or any part of the Leased Property to an Affiliate of LesseePremises which is permitted under this Paragraph 14, or and (b) Sublessee shall have the unrestricted right, from time to time and without the consent of Sublessor, to (i) assign this Sublease and/or sublet any retail or restaurant portion the whole of the Leased Improvements in the normal course Premises to any parent, subsidiary or affiliated company of Sublessee, (ii) assign this Sublease to any company which purchases all or substantially all of the Primary Intended Use; assets or stock of Sublessee, (iii) assign this Sublease in conjunction with any merger, consolidation or public offering of stock involving Sublessee, provided that any subletting the net worth of the assignee is no less than the net worth of the assignor immediately prior to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, assignment and in the case of an assignment, further provided that the assignee shall assume in writing and agree to keep be liable for the full and perform faithful performance of all of the terms and conditions of this Lease Sublease on and after the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all date of the terms assignment. In the event of any dispute between the parties with respect to the provisions of the Lease on the part of Lessee to be kept and performed and Paragraph 14, such dispute shall be and become jointly and severally liable settled by arbitration in accordance with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorParagraph 16 hereof.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party Property by anyone other than an Affiliate of Lessee shall not individually as to any one such sublettingTenant, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Leased Property to be kept and performed and offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned Subsidiary (direct or indirect) of Prime shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate be permitted without the consent of, but upon Notice to, Landlord. For purposes of Lessor; provided this Section 16.1, an assignment of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of Prime or any such assignee assumes in writing and agrees transaction pursuant to keep and perform which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of the terms of the Lease on the part of Lessee Tenant's assets are transferred to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either any other Entity, as if such change in control or transaction were an assignment of this Agreement, unless such Entity is a wholly owned Subsidiary (direct or subletting made during indirect) of Prime. If this Agreement is assigned or if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE 18 and Section 20.2 SECTION 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 22.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XIX and Section 20.2 SECTION 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee Lease Agreement Ashford TRS Corporation shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 23.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate Xxxxxxxx Hotels, Inc. without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 24.3 below and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an any Affiliate of Lessee, or (b) sublet all or any retail or restaurant portion part of the Leased Improvements Property (i) in the normal course of the Primary Intended Use; Use such as, but not limited to, leasing of space for major moveable equipment or functional departments such as pathology, pharmacy and radiology, or (ii) as to less than an aggregate or twenty percent (20%) of the rentable square footage of the Facility, to concessionaires or other third party users or operators of portions of the Leased Property, provided that any subletting to any party other than an Affiliate of Lessee shall not individually individually, as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Additional Rent payable under this Lease. In Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment, provided that (a) in the case of a subletting, the sublessee shall comply with the provisions of Section 20.224.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either , (c) an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder.

Subletting and Assignment. Subject to the provisions of Article 19 Except as provided in SECTIONS 15.3 and Section 20.2 and any other express conditions or limitations set forth herein15.5, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. For purposes of this SECTION 15.1, an Affiliate assignment of Lessee, this Agreement shall be deemed to include any transaction which results in Tenant no longer being an Affiliated Person of Guarantor or (b) sublet any retail pursuant to which all or restaurant portion substantially all of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting Tenant’s assets are transferred to any party Person who is not an Affiliated Person of Guarantor. If this Agreement is assigned or if the Property or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one Tenant and its employees or hotel guests), then Landlord may collect the rents from such sublettingassignee, subtenant or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in this SECTION 15.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 15.1. No assignment, subletting or occupancy shall affect any Permitted Use; any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this SECTION 15.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject 12.1 Tenant shall not sublet any part of the Premises nor assign or otherwise transfer this Lease or any interest herein (sometimes referred to as "Transfer," and the provisions of Article 19 and Section 20.2 and any other express conditions subtenant or limitations set forth herein, Lessee may, but only with assignee may be referred to as "Transferee") without the consent of Lessor (Landlord first being obtained, which shall consent will not be unreasonably withheld or delayed), provided that: (a1) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply Tenant complies with the provisions of Section 20.212.3; (2) the Transferee is engaged in a business and the portion of the Premises will be used for the Permitted Use in a manner which is in keeping with the then standards of the Building; (3) the Transferee has reasonable financial worth in light of the responsibilities involved; (4) Tenant is not in default at the time it makes its request; and (5) the Transferee is not a governmental or quasi-governmental agency. Without limiting the generality of the foregoing, Tenant may consolidate with or merge into any other corporation, partnership or limited liability company, convey or transfer all or substantially all of its assets to any other corporation, partnership or limited liability company or permit any other corporation, partnership or limited liability company to consolidate with or merge into it upon condition that: (i) the resulting corporation, partnership or limited liability company which results from such consolidation or merger or transferee to which such sale shall have been made (the "Surviving Entity") is organized or formed under the laws of any State of the United States, and the Surviving Entity shall have a positive net worth, computed in accordance with generally accepted accounting principles, consistently applied at least equal to the case positive net worth of an assignmentTenant on the day immediately preceding such consolidation, merger or transfer, and (ii) the assignee Surviving Entity shall expressly and unconditionally assume in writing and agree by written agreement to keep and perform all such obligations of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed Tenant hereunder and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment obligated to perform all such obligations of the Rent Tenant hereunder to the same extent as if the Surviving Entity had originally executed and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorthis Lease.

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (aw) voluntarily or by operation of law assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), in whole or in part, this Lease or Tenant’s Leasehold Estate, (x) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of LesseeFacility, or (by) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the express terms of the MLSA, replace Manager or another wholly-owned subsidiary of CEC as Manager under the MLSA (other than with another wholly-owned subsidiary of CEC). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation (and of Manager or such other Affiliate of CEC in the management) of the Facility hereunder and that Landlord entered into this Lease on with the part expectation that Tenant would remain in and operate (and Manager or such other Affiliate of Lessee CEC would manage) the Facility during the entire Term. Any Change of Control (or, subject to be kept and performed and Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control) shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment in Article XI of the Rent and for MLSA, no assignment or direct or indirect transfer of any nature (whether or not permitted hereunder) shall have the performance and observance effect of all of releasing Tenant, Guarantor or Manager from their respective obligations under the covenants and conditions to be performed by Lessee hereunderMLSA. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.122 22.2

Subletting and Assignment. Subject to Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, by operation of law or otherwise, directly or indirectly, the provisions of Article 19 and Section 20.2 and any Lease or the leasehold or other express conditions or limitations set forth herein, Lessee may, but only with interest in the Leased Property without the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld or delayed)withheld; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Upon Lessor's consent, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a any subletting, the sublessee shall comply with the provisions of Section 20.2Paragraph 22.2, and (b) in the case of an any assignment, the any such assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding In the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during a subletting, (i) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the Termcase may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, (ii) Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease ; and assignment and assumption, duly executed by (iii) Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly solely liable for all costs and expenses (including attorneys' fees and costs) incurred by Lessor in connection with such assignment or subletting, including but not limited to Lessorthe evaluation, granting or withholding of consent, documentation and closing of the assignment or subletting transaction.

Subletting and Assignment. Subject to Except as provided in Section 17.3 below, Tenant shall not, without the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor a majority of the Independent Trustees and a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer the applicable Lease or sublease (which term shall not be unreasonably withheld or delayeddeemed to include the granting of concessions and licenses and the like), (a) assign this Lease or sublet all or any part of the applicable Leased Property or suffer or permit the applicable Lease or the leasehold estate created hereby or thereby or any other rights arising under the applicable Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the applicable Leased Property by anyone other than Tenant, or the applicable Leased Property to an Affiliate of Lessee, be offered or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee advertised for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during except as hereinafter provided. For purposes of this Section 17.1, an assignment of the Term, Lessee applicable Lease shall remain primarily liablebe deemed to include any Change in Control of Tenant or any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as principal rather than as surety, for the prompt payment if such Change in Control or transaction were an assignment of the Rent applicable Lease. If the applicable Lease is assigned or if the applicable Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and for its employees, except as permitted by Section 17.3) Landlord, after an Event of Default occurs and is continuing, may collect the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each rents from such sublease and assignment and assumptionassignee, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 17.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenanxx, xxreements or obligations contained in the applicable Lease. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 17.1. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest in the applicable Lease in contravention of this Xxxxxxn 17.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 17 and Section 20.2 1.2 and any other express conditions or limitations set forth hereinherein or in the Loan Documents, Operating Lessee may, but only with the prior written consent of Operating Lessor (which shall not to be unreasonably granted or withheld or delayed)in Operating Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseUse . In the case of a subletting, the sublessee shall comply with the provisions of Section 20.221.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Operating Lessee to be kept and performed and shall be, and become, jointly and severally liable with Operating Lessee for the performance thereof. Notwithstanding the above, Operating Lessee may assign the this Lease to an Affiliate without the consent of Operating Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Operating Lessee to be kept and performed preformed and shall be and become jointly and severally liable with Operating Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Operating Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Operating Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Operating Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Operating Lessor, shall be delivered promptly to Operating Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and XVIII, Section 20.2 21.2 and any other express conditions consents, conditions, limitations or limitations other provisions set forth herein, Lessee mayshall not, but only with the consent of Lessor (which shall not be unreasonably withheld either directly or delayed)indirectly, (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate of LesseeProperty, or mortgage, pledge or encumber this Lease, or the Lessee's leasehold estate in and to the Land or the Leased Improvements or any portion thereof, without first obtaining the prior written consent of Lessor, which consent may be granted or withheld in Lessor's sole and absolute discretion. Notwithstanding the foregoing consents, Lessor's consent shall not be unreasonably withheld for any sublease of a retail portion (bexcluding a restaurant portion) sublet any retail or restaurant portion of the Leased Improvements provided that (i) the annual rent to be derived from such sublease does not equal or exceed 5% of Gross Revenues for the preceding Lease Year, and (ii) in Lessor's judgment reasonably exercised, such sublease will not materially and adversely change the normal course character of the Primary Intended Use; provided that any subletting to any party other than an Affiliate Facility. For the purposes of the foregoing, the transfer of a majority equity interest in Lessee or the transfer of control of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under be deemed an assignment of this Lease. In the case of a permitted subletting, the sublessee sublease shall comply with the provisions of Section 20.221.2, and in the case of an a permitted assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each any such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Notwithstanding anything contained in this Lease to the contrary, Lessee shall not enter into any sublease which sublease would have the effect of producing income for the Lessor that is not "rents from real property" as such term is defined in Section 856(d) of the Code.

Subletting and Assignment. Subject to the rights of (i) Residents under existing Resident Agreements, (ii) Tenants under existing Tenant Leases, (iii) the provisions of Article 19 Section 23.3 below and Section 20.2 and (iv) any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 23.2.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XIX and Section 20.2 SECTION 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 22.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall consent may not be unreasonably withheld or delayed), delayed (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or subletting shall require the express written consent of Lessor, which consent may be withheld, delayed or conditioned in Lessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part apart of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of LessorLessor to (a) any of its Affiliates which are Controlled by IHC or its then senior management, (b) any entity under the Control of then senior management of IHC or Crossroads Hospitality Company, L.L.C. or any successor to either of such entities, or (c) any party providing a loan to IHC or any of its affiliates (a "Lender") provided the assignment is for the purpose of granting a collateral interest in Lessee's economic interest in the Leases or in any future leases between Lessor and Lessee, to the Lender, or in the economic interest of any Affiliate of IHC in the Lessee, to secure such loan; provided that any such assignee (other than a Lender) assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of a controlling interest (i.e. more than a 50% interest) in Crossroads Hospitality Company, L.L.C., shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 23.1.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), of all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet permit the use or operation of all or any retail or restaurant portion part of the Leased Improvements Property by anyone other than Tenant, any Manager approved by Landlord or permitted pursuant to the applicable provisions of this Agreement, or the Leased Property or any part thereof to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in the normal course Control of Tenant or any Guarantor; provided, however that any assignment of this Agreement (including, without limitation, any direct or indirect Change in Control of Tenant or any Guarantor) shall not require Landlord’s consent if each of the Primary Intended Use; provided that any subletting following conditions precedent shall have been satisfied: (i) no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of transaction constituting an assignment, the assignee shall assume in writing and agree to keep and perform all of successor tenant (the terms of this Lease on “Successor Tenant”) or the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeAcquiring Guarantor, as the case may be, shall have a Tangible Net Worth in excess of Two Hundred Million Dollars ($200,000,000) (the “Required Net Worth”), and shall be projected to maintain such Required Net Worth for not less than the succeeding twenty-four (24) months, as evidenced by audited financials and projections prepared in accordance with GAAP and delivered to Landlord with an Officer’s Certificate not less than fifteen (15) Business Days prior to the closing or projected closing of such assignment or Change of Control, (iii) if applicable, each Guarantor shall have confirmed its obligations under its Guaranty by written agreement in form and substance reasonably satisfactory to LessorLandlord, (iv) any Acquiring Guarantor in connection with such transaction shall have executed a Guaranty in favor of Landlord, which Guaranty shall be in form and substance substantially similar to the LTF Guaranty, and (v) any Acquiring Guarantor in connection with such transaction shall have delivered to Landlord evidence, in form and substance reasonably satisfactory to Landlord, of the due authorization, execution, delivery and enforceability of each such Guaranty. Tenant shall give Landlord no less than fifteen (15) Business Days prior written Notice of such contemplated assignment (including, without limitation, any such direct or indirect Change in Control), together with such evidence regarding the satisfaction of the conditions precedent set forth in the foregoing clauses as Landlord shall, in its sole discretion, require, including, without limitation, audited financial statements for the immediately preceding five (5) fiscal years of the Successor Tenant and any Acquiring Guarantor (including, without limitation, balance sheets and related statements of income and cash flows), and pro forma balance sheets and income statements with respect to the Successor Tenant and any Acquiring Guarantor following consummation of such assignment (including, without limitation, any direct or indirect Change in Control). Notwithstanding the foregoing, in the event that the Successor Tenant or Acquiring Guarantor is unable or unwilling to provide a Guaranty in connection with any such assignment or Change of Control, Tenant may elect, in lieu thereof, to deposit, or caused to be deposited, with Landlord, fifteen (15) Business Days prior to the date of closing of such proposed assignment or Change of Control, a cash security deposit (the “Security Deposit”) in an amount equal to the per annum Minimum Rent then payable hereunder, which security deposit is to be held by Landlord as security for the payment and performance of Tenant’s obligations under this Agreement in accordance with the provisions of this Section 16.1. Upon an assignment permitted under this Section 16.1, the transferor Tenant or Guarantor, as the case may be, shall be delivered promptly released from all liabilities and obligations under this Agreement or its Guaranty arising subsequent to Lessorthe effective date of such assignment. In the event that Tenant shall at any time during the Term deposit the Security Deposit with Landlord, the Security Deposit shall be held by Landlord as security for the faithful observance and performance by Tenant of all the terms, covenants and conditions of this Agreement by Tenant to be observed and performed. The Security Deposit shall not be mortgaged, assigned, transferred or otherwise encumbered by Tenant without the prior written consent of Landlord and any such act on the part of Tenant without first having obtained Landlord’s consent shall be without force and effect and shall not be binding upon Landlord. If an Event of Default shall occur and be continuing, Landlord may, as its option and without prejudice to any other remedy which Landlord may have on account thereof, appropriate and apply the entire Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of Rent or other sums or loss or damage sustained by Landlord due to such breach on the part of Tenant, and Tenant shall, upon demand, restore the Security Deposit to the original sum deposited. It is understood and agreed that the Security Deposit is not to be considered as prepaid rent, nor shall damages be limited to the amount of the Security Deposit. Provided no Event of Default shall have occurred and be continuing, any unapplied balance of the Security Deposit shall be returned in full to Tenant at the end of the Term. Landlord shall have no obligation to pay interest on the Security Deposit and shall have the right to commingle the same with Landlord’s other funds. If Landlord conveys Landlord’s interest under this Agreement, the portion of the Security Deposit so turned over, or any part thereof not previously applied, may be turned over by Landlord to Landlord’s grantee, and, if so turned over, Tenant shall look solely to such grantee for proper application of the Security Deposit in accordance with the terms of this Section 16.1 and the return thereof in accordance herewith. If this Agreement is assigned or if all or any part of the Leased Property is sublet (or occupied by anybody other than Tenant or any Manager), following an Event of Default Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject The Lessee may assign with recourse this Lease or any of its rights or obligations hereunder in whole or in part to any Person, in which case the Lessee and the Guarantor shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance acceptable to the provisions of Article 19 Lessor and Section 20.2 and any other express conditions or limitations set forth herein, the Required Participants. The Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of the Lessor; provided , sublease the Property or portion thereof to any Person, provided, that any no such assignee assumes sublease shall, in writing and agrees to keep and perform all the opinion of the terms Lessor, adversely affect any of the Lessor's interests, rights or remedies under the Lease on or the part Lessor's title to the Property. No assignment, sublease or other relinquishment of Lessee possession of the Property shall in any way discharge or diminish any of the Lessee's obligations to be kept the Lessor hereunder and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain directly and primarily liableliable under this Lease as to the Property, as principal rather than as suretyor portion thereof, so assigned or sublet. Any sublease of the Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the prompt payment surrender of the Rent and Property (or portion thereof) after a Lease Event of Default hereunder. All such subleases shall expressly provide for termination at or prior to the performance and observance earlier of the applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to Article XX. No assignee or sublessee shall be permitted to engage in any activities on the Property that are substantially different from those engaged in by the Lessee without the prior written consent of the Lessor. The Lessee shall furnish a copy of all of subleases to the covenants Lessor and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered Agent promptly to Lessorafter their execution.

Subletting and Assignment. Subject It is agreed between the parties herein, that in the event the Lessee herein desires to assign or sublet the Premises herein or any part therof, it shall give to the provisions Lessor a thirty (30) day written notice of Article 19 and Section 20.2 and its intention to sublet during which time the Lessor shall have the option to cancel the Lease is Lessee indicates its intention to sublet the entire Premises or that part which the Lessee desires to sublet. However, in the event the Lessor fails to respond during the said thirty (30) day period, the Lessee shall then have the right to sublet the Premises or part thereof sublet to the following: The Lessee shall have the right to assign the Lease or sublet the Premises or any other express conditions or limitations set forth herein, part thereof subject to the Lessee may, but only with obtaining the prior written consent of Lessor (the Lessor, which consent shall not be unreasonably withheld or delayed), (a) assign this Lease or withheld. The Lessee shall submit to the Lessor in its notice to sublet all or any part the name of the Leased Property proposed assignee or sublessee at least five (5) clear business days prior to an Affiliate of Lessee, the date upon which the Lessee desires to assign or (b) sublet any retail sub-let the Premises or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Leasepart thereof. In the case event of a any such assignment or subletting, the sublessee Lessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, remain jointly and severally liable responsible with Lessee for any such sublessee of all other terms, clauses and conditions of the performance thereofcontemplated lease, waiving the benefit of division and discussion. Notwithstanding the above, The Lessee may sublet the Premises or assign the Lease to an Affiliate a parent, subsidiary or affiliate company without seeking the consent of Lessor; provided the Lessor provided, however, that any such sublessee or assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become remain bound jointly and severally liable (solidarily) with the Lessee for all the performance thereof. In case terms and covenants of either an assignment or subletting made during the Term, this Lease and provided further that Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions notify Lessor in writing prior to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee sublet or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorassignment.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 23.02 and any other express conditions or limitations set forth hereinherein or in the Loan Documents, Lessee may, but only with the prior written consent of Lessor (which shall not to be unreasonably granted or withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseUse . In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.02, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Lessee to be kept and performed preformed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- XIX and Section 20.2 23.2 and any other express conditions (or limitations set forth herein), Lessee Tenant may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Landlord, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeTenant, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided provided, Tenant warrants that any subletting to any party other than an Affiliate of Lessee Tenant shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Tenant to be kept and performed and shall be, and become, jointly and severally liable with Lessee Tenant for the performance thereof. Notwithstanding the above, Lessee Tenant may assign the Lease to an Affiliate without the consent of LessorLandlord; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee the Tenant to be kept and performed and shall be and become jointly and severally liable with Lessee Tenant for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Tenant hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee Tenant and such sublessee or assignee, as the case may be, in form and substance satisfactory to LessorLandlord, shall be delivered promptly to LessorLandlord.

Subletting and Assignment. Subject to the provisions of Except as provided in Section 16.3 and Article 19 and Section 20.2 and any other express conditions or limitations set forth herein19, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant and the Manager, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of Wyndham or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement; provided, however, that the normal course foregoing shall not be construed to prohibit collateral assignments or pledges of the Primary Intended Use; provided that capital stock of Tenant to Lending Institutions otherwise permitted by this Agreement. If this Agreement is assigned or if the Leased Property or any subletting to any party part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a sublettingTenant, the sublessee shall comply with Manager and their respective employees or hotel guests) Landlord may collect the provisions of Section 20.2rents from such assignee, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject At all times during the Term, as may be extended, Tenant shall have the right exercisable in its sole and absolute discretion to sublease all or any portion of the provisions Premises, or to assign all of Article 19 its leasehold rights, to any one or more third parties (sometimes referred to as “Transfer,” and Section 20.2 and the subtenant or assignee may be referred to as “Transferee” which parties shall be included in the term “Tenant’s Agents”) without being required to secure the prior approval from Landlord or any other express conditions or limitations set forth hereinparty including any lender in connection with Landlord, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), provided that (a) assign Tenant will all times remain fully liable for the performance of all monetary and non-monetary covenants under this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeLease, or (b) sublet Tenant will be fully responsible and liable for the actions of any retail subtenant or restaurant assignee in contradiction to the terms of this Lease, and (c) the Transferee portion of the Leased Improvements in Premises will be used and occupied only for the normal course of the Primary Intended Permitted Use; provided that . For any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, Tenant shall give notice to Landlord not less than thirty (30) days following to the assignee shall assume in writing and agree to keep and perform all effective date of the terms of such Transfer (including, if Tenant seeks to complete such Transfer without Landlord’s consent, evidence that such subletting or assignment meets the requirements of (c) above). Any Transfer shall not be effective if Tenant is in default of this Lease lease beyond any applicable notice and cure period on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that proposed effective date (unless Tenant subsequently cures any such assignee assumes in writing uncured default prior to Landlord exercising Landlord’s remedies under this Lease). Tenant’s rights under Sections 1, 2, 5, 6, 7 and agrees to keep and perform all 8 of the terms of the Lease on the part of Lessee Addendum shall only be assignable to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an a Transferee who is a successor in interest to Tenant under a complete assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of Tenant’s rights under the covenants and conditions Lease following notice to be performed by Lessee hereunderLandlord as provided above that meets the requirements of (c) above (“Permitted Transfer”), except as provided in such Sections. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.19506884v9 22

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease with respect to the Leased Property or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements with respect to the Leased Property in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable with respect to the Leased Property under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate with respect to the Leased Property without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3 below, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of any of the Collective Leased Property Properties or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of any of the Collective Leased Properties by anyone other than Tenant and the Manager, or any of the Collective Leased Properties to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, assignment and/or transfer of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of Host or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement. Notwithstanding the foregoing, Landlord agrees that Landlord shall not unreasonably withhold, delay or condition Landlord's consent to an Affiliate assignment or other transfer of Lesseethis Agreement by Tenant provided that (i) the Manager shall have granted its consent to such transfer and the Management Agreements shall remain in full force and effect, (ii) such assignee shall, in Landlord's reasonable determination, have sufficient financial resources and liquidity to fulfill Tenant's obligations under this Agreement and shall be a, so-called, "bankruptcy remote" Entity, and (iii) such assignee shall not be under common control with or controlled by persons who have been convicted of felonies involving moral turpitude in any state or federal court. If Tenant wishes to assign or otherwise transfer this Agreement as provided in this paragraph, Tenant shall give Landlord Notice thereof (b) sublet any retail or restaurant portion the "Request Notice"), which Request Notice shall identify the proposed transferee and the terms and conditions of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting assignment or other transfer and shall include appropriate information relating to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply assignee demonstrating compliance with the provisions of Section 20.2this paragraph. Landlord shall, and within sixty (60) days after the giving the Request Notice, give Notice to Tenant (the "Response Notice") as to whether Landlord consents to such transfer. Landlord shall also have the right, exercisable by notice given in the case Response Notice, to require Tenant to assign this Agreement to a Person designated by Landlord on the same terms and conditions as those described in the Request Notice for transfer to Tenant's proposed transferee. If this Agreement is assigned or otherwise transferred or if any of an assignmentthe Collective Leased Properties or any part thereof are sublet (or occupied by anybody other than Tenant, the assignee shall assume in writing Manager and agree to keep and perform all of their respective employees) Landlord may collect the terms of this Lease on the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Subletting and Assignment. Subject to The Sublessee shall not, without the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth hereinSublessor's prior written consent, Lessee may, but only with the which consent of Lessor (which shall not be unreasonably arbitrarily withheld or unreasonably delayed, assign or sublet this Sublease or permit any person or entity other than the Sublessee to use or occupy, or store goods, materials or other property (such goods, materials and property being hereinafter referred to as "Property") at the Demised Premises or any part thereof. Notwithstanding the foregoing, or anything to be contrary elsewhere contained in this Sublease, Sublessee, without Sublessor's consent, but upon not less then thirty (30) days' prior written notice, may assign this Sublease or sub-sublet the Demised Premises, or any portion thereof, to its parent, any of its subsidiaries or to any other entity affiliated with Sublessee or its parent, or to a corporation or other entity resulting from any reorganization or merger to which Sublessee, its parent or any of its subsidiaries or affiliates is a party, provided Sublessee shall remain obligated under this Sublease (the foregoing being hereinafter referred to as a "Permitted Assignment"). The Sublessor will not divulge to any third parties, except if required by the applicable loan document, to Sublessor's lender, any confidential information received with respect to any proposed reorganization or merger. Any (a) assign this Lease assignment or sublet all or any part of the Leased Property to an Affiliate of Lessee, subletting or (b) sublet or the permitting of any retail person or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party entity other than an Affiliate of Lessee shall not individually as the Sublessee to any one such sublettinguse, or in occupy any portion of, or store any Property at the aggregateDemised Premises, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided the Sublessor in each instance, shall be void and shall constitute a breach of this Sublease. In the event of such prohibited assignment, sublet or use, occupancy or storage, the Sublessor may avail itself of any other remedies contained in this Sublease and any other remedy available to it under applicable law. In addition to the foregoing, in the event of any breach of clause (b) in the preceding sentence, the Sublessor may cause the removal of such occupant and/or materials, goods or Property, at the sole cost and expense of the Sublessee. If the Sublessee proposes to assign the Sublease, enter into any sublease of the Demised Premises or grant to any person or entity the right to use, occupy, or store Property at any portion of the Demised Premises, the Sublessee shall deliver written notice thereof to the Sublessor, together with a copy of the proposed assignment, sublease or other agreement, if any, governing such use, occupancy or storage, and such financial information (i.e., balance sheet and annual reports concerning such sublessee, assignee or the person or entity that Sublessee proposes to let use or occupy, or store any Property at the Demised Premises (any such assignee assumes person or entity being hereinafter referred to as a "Licensee") as is acceptable to the Sublessor, in writing the exercise of Sublessor's reasonable discretion, the foregoing notice and agrees financial information shall be delivered at least thirty (30) days prior to keep and perform all the effective date of the terms proposed assignment, the commencement date of the Lease term of the proposed sublease or the date on which any person or entity proposes to use, occupy or store Property at the Demised Premises or any part thereof. Any proposed assignment, sublease or use, occupancy or storage of Lessee to be kept and performed and Property shall be expressly subject to the terms, conditions, and become jointly and severally liable covenants of this Sublease. The Sublessee shall reimburse the Sublessor for all reasonable legal costs involved in reviewing a proposed assignment, subletting or agreement with Lessee any Licensee for the performance thereofuse, occupancy or storage of any Property. In case of either an Any proposed assignment or subletting made during shall contain a written assumption by the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance assignee of all of the covenants Sublessee's obligations under this Sublease. Any sublease shall (a) provide that the sub-sublessee shall procure and conditions maintain a policy of insurance as required of the Sublessee under this Sublease; (b) provide for a copy to the Sublessor of any notice of default by either party, and (c) otherwise be reasonably acceptable in form to the Sublessor. No consent by the Sublessor to any subletting, assignment or use, occupancy or storage of Property by any Licensee shall be deemed to be performed a consent to any further subletting (or sub-subletting), assignment or any other use, occupancy or storage by Lessee any Licensee (including the Licensees for whom permission is being given). In the event that the Sublessee assigns or subleases any portion of the Demised Premises or permits the use, occupancy or storage of Property at any portion of the Demised Premises to anyone other than the Sublessee, or a subsidiary or affiliate of Sublessee pursuant to a Permitted Assignment, the Sublessee shall pay to the Sublessor monthly, as Additional Rent hereunder. An original counterpart , one hundred (100%) percent of each such sublease the amount calculated by subtracting from the rent and assignment other charges and assumptionconsiderations payable from time to time by the assignee, duly executed by Lessee and such sub-sublessee or assigneeLicensee to the Sublessee for aforesaid space, as the case may beamount of rent and other charges payable by the Sublessee to the Sublessor under this Sublease, in form and substance satisfactory allocated to Lessorthe assigned, shall be delivered promptly to Lessorsubleased or otherwise utilized portion of the Demised Premises.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in the normal course Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Primary Intended Use; provided that Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to any one such sublettinga Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in the aggregateconnection therewith, materially diminish the actual acquire all or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms Residence Inn or Courtyard business of this Lease the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the part of Lessee Residence Inn or Courtyard business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to be kept such Corporate Transfer and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the no consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and by Landlord shall be and become jointly and severally liable required with Lessee for respect thereto. If Landlord fails to give Notice of such waiver (or the performance withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. In case of either an assignment If this Agreement is assigned or subletting made during if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such col lection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to A. Tenant shall neither sublet any part of the provisions of Article 19 and Section 20.2 and Premises nor assign this Lease or any other express conditions or limitations set forth herein, Lessee may, but only with interest herein without the written consent of Lessor (Landlord first being obtained, which consent, shall not be unreasonably withheld or delayed), provided that: (a1) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply Tenant has complied with the provisions of Section 20.2, subsection D below; (2) the proposed subtenant or assignee is engaged in a business and the Premises will be used in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant; (3) the proposed subtenant or assignee has a reputation and standing in the case business community consistent with the image of an assignment, the assignee shall assume tenants in writing a first-class office building and agree to keep and perform all has reasonable financial worth in light of the terms responsibilities involved and Tenant shall have provided Landlord with reasonable proof thereof; (4) Tenant is not in default hereunder at the time it makes its request for such consent (or if such default exists, such default shall be cured by the time of this Lease on the part assignment or subletting); or (5) the proposed subtenant or assignee is not a tenant under, or is not currently negotiating pursuant to an executed letter of Lessee to be kept and performed and shall beintent, and become, jointly and severally liable a lease with Lessee for Landlord in any building in the performance thereofBuilding Complex. Notwithstanding anything contained herein to the abovecontrary, Lessee may assign Tenant acknowledges that if the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all use of the terms of Premises by any proposed subtenant or assignee would require compliance by Landlord and the Lease on Building with any current or future laws to a greater extent than that required prior to the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed proposed occupancy by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assignee, Landlord, at its sole option, may refuse to grant such consent, unless, as an express condition thereof, Tenant and/or such assignee or subtenant bears the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorentire cost of such greater compliance.

Subletting and Assignment. Subject to the rights of (i) residents under ------------------------- existing resident agreements, (ii) Tenants under existing Tenant Leases, (iii) the provisions of Article 19 Section 23.3 below and Section 20.2 and (iv) any other express conditions or limitations set forth herein, Lessee maymay not, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property other than an assignment or sublease to an Affiliate entity which is controlled by or under common control with Lessee in which case no such consent shall be required but Lessor shall be given notice of Lessee, such assignment or sublease and the same shall otherwise meet the requirements of clauses (b) sublet any retail or restaurant portion through (e) of the Leased Improvements in the normal course of the Primary Intended Usefollowing sentence. Lessor shall not unreasonably withhold its consent to any subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree from and after the effective date of such assignment to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease and (e) the sublease or assignment provides for a use of the Leased Property which is consistent with the Primary Intended Use. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases for such excess period. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, Section 23.2. Nothing in form and substance satisfactory to Lessor, this Section 23.1 shall be delivered promptly to Lessor.construed as prohibiting Lessee from granting the Leasehold Mortgages or Lessor from exercising its rights thereunder. 67.1

Subletting and Assignment. Subject The Lessee may assign with recourse this Lease or any of its rights or obligations hereunder in whole or in part to any Person, in which case the Lessee shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance acceptable to the provisions of Article 19 Lessor and Section 20.2 and any other express conditions or limitations set forth herein, the Required Participants. The Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld the Lessor, sublease the Property or delayed)portion thereof to any Person, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lesseeprovided, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of abide by the applicable terms of this Lease and the Lessee shall provide to the Lessor a copy of any such subleases. No assignment, sublease or other relinquishment of possession of the Property shall in any way discharge or diminish any of the Lessee's obligations to the Lessor hereunder and the Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so assigned or sublet. Any sublease of the Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the surrender of the Property (or portion thereof) after a Lease Event of Default hereunder. All such subleases shall expressly provide for termination at or prior to the earlier of the applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to Article XX. No assignee or sublessee shall be permitted to engage in any activities on the part of Lessee Property other than those permitted pursuant to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of Section 8.2, without the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment prior written consent of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 XIX ------------------------- and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of ------------------------- Article 19 and XVIII, Section 20.2 21.2 and any other express conditions consents, conditions, limitations or limitations other provisions set forth herein, Lessee mayshall not, but only with the consent of Lessor (which shall not be unreasonably withheld either directly or delayed)indirectly, (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate of LesseeProperty, or mortgage, pledge or encumber this Lease, or the Lessee's leasehold estate in and to the Land or the Leased Improvements or any portion thereof, without first obtaining the prior written consent of Lessor, which consent may be granted or withheld in Lessor's sole and absolute discretion. Notwithstanding the foregoing consents, Lessor's consent shall not be unreasonably withheld for any sublease of a retail portion (bexcluding a restaurant portion) sublet any retail or restaurant portion of the Leased Improvements provided that (i) the annual rent to be derived from such sublease does not equal or exceed 5% of Gross Revenues for the preceding Lease Year, and (ii) in Lessor's judgment reasonably exercised, such sublease will not materially and adversely change the normal course character of the Primary Intended Use; provided that any subletting to any party other than an Affiliate Facility. For the purposes of the foregoing, the transfer of a majority equity interest in Lessee or the transfer of control of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under be deemed an assignment of this Lease. In the case of a permitted subletting, the sublessee sublease shall comply with the provisions of Section 20.221.2, and in the case of an a permitted assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each any such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Notwithstanding anything contained in this Lease to the contrary, Lessee shall not enter into any sublease which sublease would have the effect of producing income for the Lessor that is not "rents from real property" as such term is defined in Section 856(d) of the Code.

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- XVIII and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld unless there has been a change of control of the Lessee or delayedsuch transaction results in a change of control in the assignee or sublessee, in which event such consent shall be at the sole and absolute discretion of the Lessor), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended UseUse previously approved by Lessor under Section 7.2; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or transfer by Lessee shall be made only with the prior written consent of Lessor, which such consent shall be at the sole and absolute discretion of Lessor. Any transfer of the stock of Lessee which individually or in the aggregate results in a change of control shall be deemed a transfer for purposes of the prior sentence. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be and become jointly and severally liable with Lessee for the performance thereofdelivered promptly to Lessor. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart As used herein, a change of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, control shall be delivered promptly deemed to Lessorhave occurred when (i) any Person other than any existing stockholder becomes the beneficial owner of 50% or more of the outstanding common stock of the subject Person, (ii) the membership of the Board of the subject Person is changed as a result of a contested election for directors so that the nominees for directors in such election designated by the pre-election board of directors or any nominating or other committee fail to be elected or to constitute a majority of persons who are elected in such election, (iii) there is a merger, liquidation, dissolution, consolidation, reorganization or reverse stock split as a result of which there is a material change in the control of the subject Person, or (iv) there is a lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of the subject Person as a result of which there is a material change in the control of the subject Person.

Subletting and Assignment. Subject to Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the provisions of Article 19 and Section 20.2 and any Lease or the leasehold or other express conditions or limitations set forth herein, Lessee may, but only with interest in the Leased Property without the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld or delayed)withheld; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Upon Lessor's consent, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a any subletting, the sublessee shall comply with the provisions of Section 20.2Paragraph 22.2, and (b) in the case of an any assignment, the any such assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding In the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during a subletting, (i) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the Termcase may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (ii) Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3 ------------------------- ------------ below, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant and the Manager, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include ------------ any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of Host or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement. Notwithstanding the normal course foregoing, Landlord agrees that Landlord shall not unreasonably withhold, delay or condition Landlord's consent to an assignment of this Agreement by Tenant provided that (i) Tenant shall simultaneously assign its interest under all of the Primary Intended Use; provided that any subletting Other Leases to any party the same assignee on the same terms and conditions, (ii) the Manager shall have granted its consent to such transfer and the Management Agreement and all of the other than an Affiliate of Lessee Management Agreements (as defined therein) under the Other Leases shall remain in full force and effect, (iii) such assignee shall, in Landlord's reasonable determination, have sufficient financial resources and liquidity to fulfill Tenant's obligations under this Agreement and the Other Leases, and (iv) such assignee shall not individually be under common control with or controlled by persons who have been convicted of felonies involving moral turpitude in any state or federal court. If Tenant wishes to assign this Agreement as provided in this paragraph, Tenant shall give Landlord Notice thereof (the "Request Notice"), which Request Notice shall identify the -------------- proposed assignee and the terms and conditions of the assignment and shall include appropriate information relating to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply assignee demonstrating compliance with the provisions of Section 20.2this paragraph. Landlord shall, and within sixty (60) days after the giving the Request Notice, give Notice to Tenant (the "Response Notice") as to whether Landlord consents to such transfer. Landlord ---------------- shall also have the right, exercisable by notice given in the case of an assignmentResponse Notice, to require Tenant to assign this Agreement to a Person designated by Landlord on the same terms and conditions as those described in the Request Notice for transfer to Tenant's proposed assignee. If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant, the assignee shall assume in writing Manager and agree to keep and perform all of their respective employees) Landlord may collect the terms of this Lease on the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance ------------ by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No ------------ assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's ------------ option.

Subletting and Assignment. Subject to Lessee shall not, without the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld or delayed, as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise, (ii) sublet the Premises or any part thereof, or (iii) permit the use of the Premises by any Persons other than Lessee, its employees, and subsidiaries (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Lessee shall desire Lessor's consent to any Transfer, Lessee shall notify Lessor in writing, which notice shall include: (a) the proposed effective date (which shall not be less than 30 nor more than 180 days after Lessee's notice), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant the portion of the Leased Improvements in Premises to be Transferred (herein called the normal course "Subject Space"), (c) the terms of the Primary Intended Use; provided that any subletting proposed Transfer and the consideration therefor, the name and address of the proposed Transferee, and a copy of all documentation pertaining to any party other than the proposed Transfer, and (d) current financial statements of the proposed Transferee certified by an Affiliate of Lessee shall not individually as to any one such sublettingofficer, partner, or in owner thereof, and any other information to enable Lessor to determine the aggregatefinancial responsibility, materially diminish character, and reputation of the actual proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Lessor may reasonably require. Any Transfer made without complying with this paragraph shall, at Lessor's option, be null, void and of no effect, or potential Percentage Rent payable shall constitute a Default under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed pay reasonable legal fees incurred by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to within thirty (30) days after written request by Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements Property, or any portion thereof, by anyone other than Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this Agreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in the normal course Control of either or both of the Primary Intended Use; provided that Entities comprising Tenant. If this Agreement is assigned or if the Leased Property, or any subletting to any party portion, thereof is sublet (or occupied by anybody other than an Affiliate Tenant or any Manager, their respective employees or residents or patients of Lessee shall not individually as to any one Tenant), Landlord may collect the rents from such sublettingassignee, subtenant or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement (including any sublease which is permitted pursuant to the terms of Section 16.3 below) shall be subject to such assignee’s or transferee’s delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to LessorLandlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be delivered promptly in form and substance satisfactory to LessorLandlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (iv) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Master Lease with respect to a Leased Property or sublet all or any part of the a Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements with respect to a Leased Property in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable with respect to the Leased Property under this Master Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Master Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Master Lease to an Affiliate with respect to a Leased Property without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Master Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the rights of (i) residents ------------------------- under existing resident agreements, (ii) Tenants under existing Tenant Leases, (iii) the provisions of Article 19 Section 23.3 below and Section 20.2 and (iv) any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree from and after the effective date of such assignment to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 23.2.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XVIII and Section 20.2 SECTIONS 21.1 AND 21.2 and any other express conditions consents, conditions, limitations or limitations other provisions set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate without first obtaining the written consent of LesseeLessor. Notwithstanding the foregoing, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee Lessor's consent shall not individually as be withheld with respect to any one such sublettingoccupancy leases which (i) are for less than 1,000 square feet, (ii) do not require Capital Expenditures by Lessor, (iii) do not affect the classification of Gross Revenues among Room Revenues, Food Sales, Beverage Sales or in Other Income, (iv) do not extend beyond the aggregate, materially diminish the actual or potential Percentage Rent payable under stated Term of this Lease, and (v) do not have provisions which could adversely affect the Company's status as a real estate investment trust. In the case of a permitted subletting, the sublessee shall comply with the provisions of this Section 20.2and SECTIONS 18.2, 18.3, 18.4 and 21.2, and in the case of an a permitted assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an No assignment or subletting made during the Termshall release Lessee from, and Lessee shall remain primarily liable, liable as principal rather than as suretysurety for, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. While the Submanagement Agreement is in effect, subleases entered into on Lessee's behalf by Primary Manager or Submanager that do not require Lessee's consent under the terms of the Primary Management Agreement shall not be deemed to violate the provisions of this Section.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 23.2 and any other express conditions or limitations set forth hereinherein or in the Loan Documents, Lessee may, but only with the prior written consent of Lessor (which shall not to be unreasonably granted or withheld or delayed)in Lessor’s sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseUse . In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Lessee to be kept and performed preformed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no right, directly or indirectly, to assign this Lease in part under any circumstances. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth foregoing, except as expressly provided herein, Lessee mayTenant shall not, but only with without the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned so long as no Event of Default has occurred and is continuing hereunder subject, (a) in all cases, to the prior written consent of any Facility Mortgagee which has a consent right, assign this Lease in its entirety or sublet mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Lease in whole or in part or sublease all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or thereby or any other rights arising under this Lease to an Affiliate be assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily or by operation of Lesseelaw, or permit the use or occupancy of the Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of this Section 25.1, an assignment of this Lease shall be deemed to include any change in control of Tenant, as if such change in control or transaction were an assignment of this Lease. Changes in control of Tenant shall include, without limitation, (a) a change in the composition of the board of directors of any Tenant such that at the end of any period of twelve (12) consecutive months the persons constituting a majority of such board of directors are not the same as the persons constituting a majority at the start of such period (or persons appointed by such majority), (b) sublet the sale or other disposition of all or substantially all of the assets of Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (c) a merger or consolidation involving Tenant, which results in the stockholders of Tenant immediately prior to such event owning less than 50% of the capital stock of the surviving entity or any retail public parent of the surviving entity. For purposes of this Section 25.1, a sublease of all or restaurant portion any part of the Leased Improvements in the normal course Property shall be deemed to include any concessionaire agreement, license agreement or other agreement involving use or possession of all or any part of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorLeased Property.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Sections 5.4, ARTICLE 14(c) 16.3, 0 and in this Lease Section 16.1, Tenant shall not, without Landlord's prior written consent, (which may be given or sublet withheld by Landlord in its sole discretion) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party Property by anyone other than an Affiliate of Lessee shall not individually as to any one such sublettingTenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that Tenant may, without Landlord's consent, (i) sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of Crestline or Marriott so long as (x) such Subsidiary shall expressly assume the aggregate, materially diminish the actual or potential Percentage Rent payable obligations of Tenant under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2Agreement, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform (y) all of the terms interests in such Subsidiary shall be pledged to Landlord pursuant to a pledge agreement on substantially the same form as the Membership Interest Pledge Agreement, whereupon the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant and the then-existing pledge of interests in the Tenant pursuant to the Membership Interest Pledge Agreement shall be released and (ii) mortgage Tenant's interest in the Leased Property to Marriott to secure advances made by Marriott under the Liquidity Facility Agreement pursuant to Section 16.6 hereof. For purposes of this Lease on Section 16.1, an assignment of this Agreement shall be deemed to include the part following (for purposes of Lessee this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be kept and performed and shall bea direct or indirect Subsidiary of Crestline or Marriott, and becomeor any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not Crestline or Marriott or a Subsidiary of Crestline or Marriott, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease or pursuant to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform which all or substantially all of the terms Tenant's assets are transferred to any other Entity other than Crestline or Marriott or a Subsidiary of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either Crestline or Marriott, as if such change in control or transaction were an assignment of this Agreement but shall not include any involuntary liens or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed attachments contested by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, Tenant in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorgood faith in accordance with Article 8.

Subletting and Assignment. Subject to the provisions of Article 19 this Lease regarding limitations on sublease rent and Section 20.2 the identity of subtenants and any other express conditions or limitations set forth herein, Lessee may, but only with shall not assign or sublet under this Lease without the express written consent of Lessor (Lessor, which shall not consent may be unreasonably withheld withheld, delayed or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements conditioned in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseLessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2this Agreement, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or a subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of an ownership interest in Lessee or any constituent entity shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 23.1. Notwithstanding anything to the contrary contained herein, Lessee may (i) without Lessor's consent, assign this Lease or sublet all or any part of the Leased Property to any parent, or wholly-owned subsidiary of Lessee or of Prime, or to any entity which is a successor to Lessee or Prime by way of merger, consolidation or corporate reorganization or by the purchase of all of the assets, partnership interests or shares of stock of Lessee, provided Lessee remains liable under this Lease, and Lessor receives counterparts of all related documents or (ii) sublet all or any part of the Leased Property to retail, restaurant or other concessions, at market rates, in the ordinary course of business with the consent of the Lessor, which consent shall not be unreasonably withheld, conditioned nor delayed. At the request of the Lessor, Lessee shall sublet, on a nonrecourse basis, any outparcel of the Leased Premises not necessary for the operation of the Facility under which the Lessor, as fee owner, is liable for all obligations of the sublandlord and receives all of the rent and other benefits of the sublease. Alternatively, at the request of the Lessor, the Lessee shall partially terminate this Lease as to any such outparcel, free of any purchase option, right of first offer or right of first refusal, without any termination fee or other consideration.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XIX and Section 20.2 SECTION 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 23.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made ----------------------- Lease Agreement during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Except as otherwise expressly provided herein, or in the Master Hotel Agreement Lessee shall not sell, assign, sublet, transfer, convey or hypothecate, whether by operation of law or otherwise, its leasehold interest in the Leased Property, or any interest therein, to any other Person without the prior written consent of Lessor not to be unreasonably withheld. Subject to the provisions of Article 19 and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), may (a) on the terms and conditions set forth below, assign this Lease or sublet all or any part of the Leased Property to an Affiliate a Subsidiary of LesseeBHR, or (b) unless a Major Sublease is involved, sublet any retail or restaurant Restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish aggregate be executed by Lessee for the sole or primary purpose of diminishing in any material respect the actual or potential Percentage Rent payable under this Lease. Lessor shall have the right to approve in advance any Major Sublease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderhereunder unless Lessor otherwise consents in writing (which consent will not be unreasonably withheld but may be conditioned upon the assignee's or transferee's satisfaction of criteria similar to those described in Section 21.1 hereof. An original counterpart of each such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 Except as provided in Sections 15.3 and Section 20.2 and any other express conditions or limitations set forth herein15.5, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. For purposes of this Section 15.1, an Affiliate assignment of Lessee, this Agreement shall be deemed to include any transaction which results in Tenant no longer being an Affiliated Person of Guarantor or (b) sublet any retail pursuant to which all or restaurant portion substantially all of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting Tenant's assets are transferred to any party Person who is not an Affiliated Person of Guarantor. If this Agreement is assigned or if the Property or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one Tenant and their respective employees or hotel guests) Landlord may collect the rents from such sublettingassignee, subtenant or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 15.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 15.1. No assignment, subletting or occupancy shall affect any Permitted Use; any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 15.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 25.3 below and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (ai) assign this Master Lease Document or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (bii) sublet all or any retail or restaurant portion part of the Leased Improvements Property (a) in the normal course of the Primary Intended Use; provided that any subletting Uses and (b) as to less than an aggregate of 40% of the rentable square footage of the Facility, to third party users or operators of portions of the Leased Property. Otherwise, the consent of Lessor is required, and Lessor shall not unreasonably withhold, condition or delay its consent to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or further subletting or assignment and (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.225.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Master Lease Document on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (d) in case of either an assignment or subletting made during the Fixed Term, but not as to any assignment made during any Extended Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart Should the Rent received by Lessee in connection with any assignment or subletting be greater than the Rent payable by Lessee hereunder, the amount of such excess shall be payable by Lessee to Lessor within ten (10) days after receipt thereof, it being the parties’ intent that Lessor and not Lessee shall receive any profit from an assignment or subletting. Lessor agrees that in the event Lessee assigns its rights and obligations to an entity that has a combined net worth of not less than 75% of the net worth of the Guarantor immediately prior to such assignment, Lessee and the Guarantors shall be released from their respective obligations under this Lease and the Guaranty, as applicable. Attornment . Lessee shall insert in each sublease permitted under Section 25.1 provisions to the effect that (a) such sublease is subject and assignment subordinate to all of the terms and assumptionprovisions of this Master Lease Document and to the rights of Lessor hereunder, duly executed (b) if this Master Lease Document terminates before the expiration of such sublease, the sublessee thereunder will, at Lessor’s option, attorn to Lessor and waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder as a result of the termination of this Master Lease Document , and (c) if the sublessee receives a written Notice from Lessor or Lessor’s assignees, if any, stating that an uncured Event of Default exists under this Master Lease Document , the sublessee shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such Notice, or as such party may direct. All rentals received from the sublessee by Lessee and such sublessee Lessor or assigneeLessor’s assignees, if any, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorcredited against the amounts owing by Lessee under this Master Lease Document .

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lxxxxx and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart Notwithstanding anything to the contrary set forth herein, Lessee shall have the right without having to comply with Section 23.1(c), to sublease up to 20% of each the total square footage of the Facility to physicians and other parties in the ordinary course of Lxxxxx's business. Lessee further shall have the right, upon prior written notice to Lessor but without Lxxxxx's consent, to assign or sublet all of the Leased Property to any Permitted Assignee (as hereinafter defined) so long as, in the event of an assignment, such sublease and assignment and assumptionPermitted Assignee assumes, duly executed by Lessee and such sublessee or assignee, as the case may be, pursuant to an agreement in form and substance reasonably satisfactory to Lessor, the obligations of Lessee hereunder. As used herein, a “Permitted Assignee” shall mean (i) any Affiliate of Lessee or HealthSouth Corporation, (ii) any entity into which Lessee is merged or consolidated so long as all of the Assignment Conditions (as defined below) shall be delivered promptly satisfied prior to Lessorsuch assignment, or (iii) any entity which acquires all or substantially all of the assets of Lessee at the Leased Property so long as all of the Assignment Conditions (as defined below) shall be satisfied prior to such assignment. As used herein, the term “Assignment Conditions” shall mean (A) neither an Event of Default nor an event which with the giving of notice or the passage of time thereafter would constitute an Event of Default shall have occurred and be continuing; (B) neither the proposed assignee nor any of its Affiliates or any of their owners, officers, shareholders, members or managers who have a controlling interest in the proposed assignee or Affiliate or have the ability to make management decisions for the proposed assignee or Affiliate or any other entity in which any of the foregoing shall ever have had a controlling interest or the ability to make management decisions as an owner, officer, shareholder, member or manager shall, now or at any time in the past, have been in default in any agreement or lease with Lessor or any of its Affiliates; (C) the proposed assignee shall be experienced in the operation and management of facilities with the same use as the Primary Intended Use; (D) Lxxxxx and the proposed assignee shall have submitted or cause to be submitted all information reasonably requested by Lessor with respect to the proposed transaction, including information regarding the proposed assignee's financial condition and principals, which information must be certified as being true, complete and correct and must indicate that the proposed assignee has the financial ability to perform Lessee's obligations under this Lease; (E) the proposed assignee must agree with Lessor in writing to perform all the obligations of the “Lessee” hereunder as a condition to the effectiveness of any such assignment; and (F) Guarantor must confirm in writing its agreement to continue to guarantee all of the obligations of the “Lessee” hereunder from and after the effectiveness of any such assignment, in accordance with the specific terms and conditions of the guaranty agreement.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Sections 5.4, 14.3(c) 16.3, 16.4 and in this Lease Section 16.1, Tenant shall not, without Landlord's prior written consent, (which may be given or sublet withheld by Landlord in its sole discretion) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party Property by anyone other than an Affiliate of Lessee shall not individually as to any one such sublettingTenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that Tenant may, without Landlord's consent, (i) sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of Crestline or Marriott so long as (x) such Subsidiary shall expressly assume the aggregate, materially diminish the actual or potential Percentage Rent payable obligations of Tenant under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2Agreement, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform (y) all of the terms interests in such Subsidiary shall be pledged to Landlord pursuant to a pledge agreement on substantially the same form as the Membership Interest Pledge Agreement, whereupon the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant and the then-existing pledge of interests in the Tenant pursuant to the Membership Interest Pledge Agreement shall be released and (ii) mortgage Tenant's interest in the Leased Property to Marriott to secure advances made by Marriott under the Liquidity Facility Agreement pursuant to Section 16.6 hereof. For purposes of this Lease on Section 16.1, an assignment of this Agreement shall be deemed to include the part following (for purposes of Lessee this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be kept and performed and shall bea direct or indirect Subsidiary of Crestline or Marriott, and becomeor any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not Crestline or Marriott or a Subsidiary of Crestline or Marriott, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease or pursuant to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform which all or substantially all of the terms Tenant's assets are transferred to any other Entity other than Crestline or Marriott or a Subsidiary of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either Crestline or Marriott, as if such change in control or transaction were an assignment of this Agreement but shall not include any involuntary liens or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed attachments contested by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, Tenant in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorgood faith in accordance with Article 8.