Common use of Assignment and Subleasing Clause in Contracts

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to Provided Tenant is not in default of any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property terms, conditions or covenants contained in this Sub-lease, Tenant shall not, without the prior written consent of the Lessor so long as (v) Landlord, which consent shall not be unreasonable withheld, assign this Sub-lease or sublet to an affiliated company of Tenant or its parent company. No assignment or subletting shall be for any such assignmentuse which is unlawful, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable detrimental to the Lessor including those promulgated by OFACrental space, (w) no Event more hazardous on account of Default shall have occurred fire or otherwise, or for a use that will cause greater wear and be continuing or, after giving effect to such assignment, sublease or transfer, tear than the use for which the rental space is leased as defined in Paragraph 3 hereinabove for a term which would exist, (x) extend beyond the termination date of the primary term of this Sub-lease. Notwithstanding any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such or assignment, sublease Tenant shall remain principal obligor to the Landlord under all the terms, conditions, covenants and obligations of this Sub-lease; and, the acceptance of an assignment or transfersubletting of the rental space by any firm, person or corporation shall be construed as a promise on the part of such assignee or subtenant to be bound by and (z) Lessor retains perform all of its interests in the terms, conditions and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to covenants by which it Tenant herein is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transfereebound. No such assignment or subletting shall be construed to constitute a novation or a release of any claim Landlord may then or thereafter have against Tenant hereunder. In the event of default by Tenant while the rental space is assigned or sublet, Landlord, in addition to any other remedies provided herein (or provided by law), may at Landlord’s option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and transfer will diminish Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or discharge any subtenant shall release Tenant from the further performance of the Lessee’s its obligations under this Lease or the other Operative Documentshereunder.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not, except as hereinafter provided, be unreasonably withheld, delayed or conditioned. Any change in control of Tenant due to a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer which requires Landlord’s prior written consent. In making a determination to grant or withhold such consent, in addition to any other relevant factors, Landlord shall be entitled to consider the Lessor creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee and whether or not the proposed use will increase wear and tear on the Demised Premises. In addition, if the intended use by the proposed assignee or sublessee involves in any way any Hazardous Substances other than the Hazardous Substances then being used by Tenant at the Demised Premises, in accordance with Section 17 of this Lease, and if such additional Hazardous Substances create, in the reasonable judgment of Landlord an increased risk of Contamination at the Demised Premises, Landlord shall be unconditionally entitled to withhold consent to the proposed assignment or sublease. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its liability hereunder; provided, however, that so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have has occurred and be continuing oris continuing, after giving effect to such Landlord shall not collect any rent directly from any subtenant of less than the entire Demised Premises or otherwise interfere with the exercise by Tenant of its rights as sublandlord under the sublease. No assignment, sublease mortgaging, subletting or transferuse or occupancy by others shall in any way be construed to relieve (i) Tenant from any of its liability hereunder to pay Base Rent, would existAdditional Rent and all other sums payable by Tenant hereunder or to perform its obligations hereunder (which shall in every instance continue as the liability and obligation of a principal and not a surety) or (ii) Guarantor from any of its liabilities under the Guaranty attached hereto as Exhibit “H” and forming a part hereof, (x) which Guaranty shall remain in full force and effect, or from thereafter obtaining the express consent of Landlord to any such sublease is expressly subject and subordinate to other or further assignment, mortgaging or subletting of this Lease, . (yb) Lessee remains liable for all obligations under If Tenant should desire to assign this Lease after giving effect to or sublet the Demised Premises (or any such assignmentpart thereof), sublease or transfer, and Tenant shall give Landlord written notice no later than ten (z10) Lessor retains all of its interests business days in and benefits advance of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the proposed effective date of any such proposed assignment or sublease, specifying (i) the name and transfer, no Event business of Default existsthe proposed assignee or sublessee, (bii) a detailed description of the intended use of the Demised Premises by the proposed assignee or sublessee, with particular detail regarding any Hazardous Substances which will be used in any manner at the Demised Premises; (iii) the parties enter into an amount and location of the space within the Demised Premises proposed to be so subleased, (iv) the proposed effective date and duration of the assignment agreement or subletting, and (v) the proposed rent or consideration to be paid to Tenant by such assignee or sublessee. Tenant shall promptly supply Landlord with financial statements and other information as Landlord may reasonably request to evaluate the proposed assignment or sublease. (c) Landlord shall have a period of ten (10) business days following receipt of such notice and other information requested by Landlord within which to notify Tenant in writing that Landlord elects: (i) to permit Tenant to assign or sublet such space; or (ii) to refuse to consent to Tenant's assignment or subleasing of such space and to continue this Lease in full force and effect as to the entire Demised Premises. Tenant agrees to reimburse Landlord for reasonable legal fees and any other reasonable costs incurred by Landlord in connection with any requested assignment or subletting. Tenant shall deliver to Landlord copies of all documents executed in connection with any permitted assignment or subletting, which documents shall be in form and substance reasonably satisfactory to the Lessor, (c) Landlord and which shall require such assignee to assume performance of all filings terms of or in respect this Lease on Tenant's part to be performed. No acceptance by Landlord of any such assignment and transfer necessary rent or any other sum of money from any assignee, sublessee or other category of transferee shall be deemed to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashionconstitute Landlord's consent to any assignment, sublease, or transfer. (d) without limiting any Any attempted assignment or sublease by Tenant in violation of the terms and provisions of this Article XIISection 31 shall be void and such act shall constitute an Event of Default. In no event shall any assignment, any such assignment and transfer shall include an appropriate provision subletting or transfer, whether or not with Landlord's consent, relieve Tenant of its primary liability under this Lease for the operationentire Term, maintenance and insurance Tenant shall in no way be released from the full and complete performance of the Leased Property in accordance with all the terms hereof. If Landlord takes possession of the Demised Premises before the expiration of the Term of this Lease, Landlord shall have the right, at its option to take over any sublease of the Demised Premises or any portion thereof and such subtenant shall attorn to Landlord, as its landlord, under all the terms and obligations of such sublease occurring from and after such date, but excluding previous acts, omissions, negligence or defaults of Tenant and any repair or obligation in excess of available net insurance proceeds or condemnation award. Tenant shall reimburse Landlord for any costs incurred by Landlord in connection with any sublease including any alterations to the Demised Premises or any other portion of the Property undertaken in consequence thereof. (e) the Lessor Landlord shall have received opinions the right to sell, transfer, assign, pledge, and convey all or any part of counsel with respect thereto the Land and the Building and all of Landlord's rights under this Lease. In the event Landlord assigns or otherwise conveys its rights under this Lease, Landlord shall be entirely freed and released from any obligations accruing thereafter under this Lease, and Tenant agrees to look solely to Landlord's successor in interest for performance of such other matters as the Lessor may reasonably request, obligations. (f) such assignment and transfer will not result If Tenant transfers or assigns this Lease or sublets the Demised Premises in a Material Adverse Effectwhole or in part to any permitted assignee or sublessee, (g) such assignment and transfer will not result in the imposition Landlord shall be entitled to receive, as Additional Rent, 50% of any unindemnified Taxes"Rental Profit" (as hereinafter defined) received by Tenant. The term "Rental Profit" shall mean the amount, (h) the Lessor shall have received such other documents calculated on a per square foot basis and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfernot on an aggregate or cumulative basis, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and by which (i) such the total rental and other consideration (of any nature whatsoever and however characterized) paid or delivered to Tenant by an assignee of the interest of Tenant or sublessee of all or any part of the Demised Premises, for the purpose of compensating Tenant directly or indirectly for the assignment or sublease, exceeds (ii) the Monthly Base Rent Installments paid by Tenant to Landlord pursuant to this Lease, after amortization of (x) the reasonable costs of any improvements which Tenant has made for the purposes of assigning or subletting all or part of the Demised Premises and transfer will not(y) reasonable and customary subletting and assignment leasing commissions paid by Tenant to unaffiliated third parties. By way of example, with respect if Landlord grants the required written consent to a sublease by Tenant of 10,000 square feet of the LessorDemised Premises and the total rental and other consideration received by Tenant for the sublease equals a per annum rate of $4.50 per square foot and the per annum rate per square foot for the Annual Base Rent then payable by Tenant is $4.25 per square foot, violate the use restrictions set forth in Article X hereof or Applicable Laws Rental Profit would be $0.25 per square foot and provided, further that, Lessee shall provide Landlord would be entitled to the Lessor not less than thirty (30) days’ prior written notice receive its share of such assignment or transfer, such notice Rental Profit concurrently with receipt of each payment by the sublessee to identify the assignee or transfereeTenant. No such assignment Landlord shall be entitled to receive payment of its share of Rental Profit as and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentswhen payments are received by Tenant.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease shall not assign or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this ------------------------- Lease nor sublet all or any portion of the Leased Property Premises without the prior written consent of the Lessor so long as (v) Lessor, which consent shall not be unreasonably withheld, provided, however, that no such consent shall be necessary for any such assignment, sublease assignment to any successor in interest to Lessee in connection with any sale or transfer would not subject the Lessor to a violation of laws all or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains substantially all of its interests in and benefits assets or upon any merger or consolidation. If Lessee seeks to sublet or assign all or any portion of the Cash Collateral and receives prior certification thereof from Premises, a copy of the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, proposed sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder assignment agreement and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby all agreements collateral thereto, shall be made and shall expressly provide in writing that it is subject and subordinate delivered to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than least thirty (30) days’ days prior written notice to the commencement of such the sublease or assignment or transfer, such notice to identify (the "Proposed Effective Date"). Each permitted assignee or transfereesublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the term of this Lease. No such In the event of any sublease or assignment and transfer will diminish of all or discharge any portion of the Lessee’s obligations under Premises where the rent reserved in the sublease or assignment exceeds the rent or pro rata portion of the rent, as the case may be, for such space reserved in the Lease, Lessee shall pay the Lessor monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, one-half (l/2) of the excess of the Rent reserved in the sublease over the Rent reserved in this Lease or applicable to the other Operative Documentssublease space.

Assignment and Subleasing. During the Lease TermSubtenant, the Lessee may for itself, its successors and assigns, expressly covenants and agrees that Subtenant shall not assign, whether by operation of law or otherwise, pledge or otherwise encumber this Sublease, or sublet all or any part of the Subleased Premises, without Sublandlord’s consent, which may not be unreasonably withheld, conditioned or delay, but further subject to the terms and conditions and approvals required in the Prime Lease. Any reasonable expenses incurred by Sublandlord in connection therewith, including any amount payable to Landlord in connection therewith pursuant to the Prime Lease, shall be paid by Subtenant. Any attempted assignment or subletting that is not in compliance with the foregoing provisions shall be void and of no further force or effect. 13.1 Subtenant shall give Sublandlord written notice of Subtenant’s desire to sublease all or transfer a portion of the Subleased Premises (“Subtenant’s Sublease Notice”) and Sublandlord shall promptly provide the same to Landlord. Subtenant’s Sublease Notice shall specify the portion of the Subleased Premises proposed to be sublet (“Proposed Sublease Premises”), whether the proposed sublease is to an Affiliate of Subtenant, and the date on which the Proposed Sublease Premises will be made available for subleasing. If the proposed sublease is not to an Affiliate of Subtenant, and (i) the Proposed Sublease Premises exceeds thirty percent (30%) of the Subleased Premises, or in the aggregate with other subleases exceeds thirty percent (30%) of the Subleased Premises, and (ii) the proposed sublease term is for a period of more than two (2) years, or is for substantially the remainder of the Term (excluding any Personrenewal not yet exercised by Subtenant), or (iii) if the Landlord exercise its right of recapture pursuant to Section 7.3(a) of the Prime Lease with respect to the Proposed Sublease Premises; then within thirty (30) days after receipt of the Subtenant’s Sublease Notice, Sublandlord shall notify Subtenant in writing whether or not Sublandlord will retake possession of all (but not less than all) of the Proposed Sublease Premises and thereby terminate this Sublease with respect to such Proposed Sublease Premises. If Sublandlord elects to retake all of the Proposed Sublease Premises, then (i) Sublandlord shall retake possession of such portion on the date specified in the Subtenant’s Sublease Notice or such other date mutually agreed upon by Sublandlord and Subtenant, (ii) Subtenant’s obligation to pay rent for such portion shall cease on such date, and (iii) Sublandlord and Subtenant shall promptly execute an amendment to this Sublease setting forth the new square footage of the reduced Subleased Premises to be occupied by Subtenant. Thereafter, Subtenant shall not have any further rights of any kind, including any rights of renewal, in or to the portion of the Subleased Premises so retaken. If the Proposed Sublease Premises constitutes less than an entire floor of the Building, Subtenant shall cause to be constructed and installed, at any timeSubtenant’s sole cost and expense, a demising wall separating the Proposed Sublease Premises from the remaining Subleased Premises on such floor of the Building, in whole or in partaccordance with all applicable Legal Requirements, its rightexcept that, title or interest inat Sublandlord’s option, Sublandlord may cause such demising wall to or under this Lease be constructed and installed at Subtenant’s cost and expense. If Sublandlord does not elect to retake all or any portion of the Leased Property without Proposed Sublease Premises within the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than aforesaid thirty (30) days’ prior written notice day period, Subtenant shall be permitted to proceed with the proposed sublease, subject to the provisions of Subsections 13.2 below. Sublandlord shall provide its approval or disapproval with specificity, within thirty (30) days following receipt of Subtenant’s Sublease Notice. 13.2 Sublandlord shall be entitled to receive fifty percent (50%) of any Profit Derived From Subletting the Subleased Premises (hereinafter defined) or any part thereof. “Profit Derived From Subletting the Subleased Premises” shall mean any and all sums paid to Subtenant pursuant to any sublease exceeds the Base Rent and Additional rent due under this Sublease for such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any portion of the Lessee’s obligations under this Lease or Subleased Premises that is sublet (but shall not include an allowance for any period of vacancy), less all reasonable out-of-pocket third-party costs and expenses actually incurred by Subtenant in connection with such subletting, including, but not limited to, brokerage commissions, reasonable attorneys’ fees, improvements to the other Operative Documentsportion of the Subleased Premises that is sublet and reasonable advertising expenses and concessions granted to any subtenant.

Assignment and Subleasing. During Sublessee shall not voluntarily or by operation of law assign this Sublease or enter into license or concession agreement, sublet all or any part of the Lease TermSublease Premises, the Lessee may assignor otherwise transfer, sublease mortgage, pledge, hypothecate or transfer to encumber all or any Person, at any time, part of Sublessee’s interest in whole this Sublease or in part, its right, title or interest in, to or under this Lease the Sublease Premises or any portion of the Leased Property part thereof (collectively, a “Transfer”), without the prior written consent of the Lessor so long as Prime Landlord (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable pursuant to the Lessor including those promulgated terms of the Prime Lease) and Sublessor (whose consent shall not be unreasonably withheld, conditioned or delayed). Any attempt to do so without such consent being first had and obtained shall be wholly void and shall constitute a default by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations Sublessee under this Lease after giving Sublease. Sublessee hereby irrevocably assigns to Sublessor all Rent and other sums or consideration in any form, from any Transfer, net of all reasonable attorneys’ fees, construction costs and brokerage fees incurred by Sublessee in order to effect such Transfer (the “Net Transfer Proceeds”). Sublessee agrees that Sublessor, as assignee and as attorney-in-fact for Sublessee, or a receiver for Sublessee appointed upon Sublessor’s application, may collect such Rent and other sums and apply the same against amounts owing to Sublessor in the event of Sublessee’s default beyond any such assignmentapplicable notice, sublease grace or transfercure periods; provided, and (z) Lessor retains all of its interests in and benefits of however, that until the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date occurrence of any such assignment default by Sublessee or Sublessee’s subtenant, Sublessee shall have the right to collect such sums, provided that the Net Transfer Proceeds shall belong solely and transferexclusively to Sublessor. Notwithstanding any Transfer, no Event Sublessee shall not be relieved of Default existsits obligations hereunder, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory a consent to the Lessor, (c) all filings of one Transfer shall not constitute a consent to any other Transfer or in respect of any such assignment and transfer necessary to protect the rights a waiver of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssection.

Assignment and Subleasing. During the Lease Term, the Lessee Either party may assign, sublease assign all or transfer to any Person, at any time, in whole or in part, a portion of its rightrights, title or interest in, to interests hereunder or under a particular SLA, provided, however, that the proposed assignee shall agree in writing to be bound by the terms and conditions of this Lease or any portion MSA and each applicable SLA. In the event that the proposed assignee provides audited (i) balance sheets and (ii) statements of operations prepared in accordance with GAAP which indicate that the assignee has a financial position, as measured by reference to such assignee's net worth, operating results, and working capital, which is comparable to that of the Leased Property without assigning party's best financial position using the same formula during the previous three (3) years but in no event prior written consent to the date of this MSA, the assigning party shall be released from any and all obligations under the assigned instruments and for the assigned Sites. No such assignment by either party shall affect the rights and obligations of the Lessor so long other party under this MSA. In the event that the proposed assignee does not have a financial position (as (vdefined above) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable which is comparable to the Lessor including those promulgated by OFACassigning party's best financial position during the previous three (3) years, (w) but in no Event event prior to the date of Default this MSA, the assigning party shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains remain liable for all obligations under the assigned instruments and for the assigned Sites. Bright PCS shall not be entitled to assign its interest under this Lease after giving effect MSA or an SLA to any such assignment, an entity which utilizes a spectrum different than that of Bright PCS unless it first obtains SBA's prior written consent which consent shall not be conditioned or unreasonably withheld or delayed by SBA. SBA acknowledges that its consent to a proposed assignment by Bright PCS to an entity which operates at a spectrum different from Bright PCS's will be unreasonably withheld if the operation at said spectrum will not cause interference with the operation of other equipment at each applicable BTS Site affected by the SLA proposed to be assigned by Bright PCS. Bright PCS shall have no right to sublease or transferpartially assign its rights under any SLA unless it first obtains SBA's prior written consent; however, and (z) Lessor retains all of its interests in and benefits of SBA shall be entitled, subject to the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Optionprovisions hereof, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, to sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not partially assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) SLA without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ obtaining Bright PCS's prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsconsent.

Assignment and Subleasing. During the Lease Term, the Lessee may Tenant shall not assign, sublease mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer to any Personthis Lease (collectively, at any time“assignment”), in whole or in part, its rightwhether voluntarily or involuntarily or by operation of law, title nor sublet or interest in, to or under this Lease permit occupancy by any person other than Tenant of all or any portion of the Leased Property Premises without in each instance first obtaining the prior written consent of the Lessor so long as (v) Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant hereby agrees that Landlord may withhold its consent to any such assignment, proposed sublease or transfer would not subject assignment if at the Lessor time of Tenant’s request for Landlord’s consent to a violation any proposed assignee or subtenant (i) Tenant is in default of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all its obligations under this Lease after giving effect beyond applicable notice and cure periods, or (ii) the use to be made of the Premises by the proposed assignee or subtenant differs from the uses permitted under this Lease. Tenant further agrees that Landlord may withhold its consent to any such assignment, proposed sublease or transferassignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (Title III of the Americans with Disabilities Act) for which Landlord would be responsible hereunder and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional ADA requirements and/or Environmental Laws and obtain Landlord’s written consent thereto, and (zb) Lessor retains comply with all Landlord’s reasonable conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of its interests in and benefits such improvements. No consent to any assignment or sublease shall constitute a waiver of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIISection 15, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance all subsequent assignments or subleases may be made only with the terms hereofprior written consent of Landlord, (e) the Lessor which consent shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably requestnot be unreasonably withheld, (f) such assignment and transfer will not result in a Material Adverse Effectdelayed or conditioned, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor but which shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect be subject to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice provisions of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsSection 15.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under not assign this Lease or sublease the Premises or any portion thereof without first obtaining Landlord’s prior written consent, which consent Landlord may withhold, condition, or delay in its sole discretion. (b) As an exception to the foregoing, Tenant may assign this Lease and its other rights hereunder to any person or business entity which (i) is a parent or subsidiary of Tenant; (ii) controls or is controlled by or under common control with Tenant; (iii) is merged or consolidated with Tenant; or (iv) purchases a majority or controlling interest in the ownership or assets of Tenant, provided such transactions are not designed as a means to effect transfer of ownership to an otherwise unrelated entity and Landlord is provided notice of the Leased Property without the prior written consent same with new contact information within thirty (30) days of the Lessor so long as assignment. (vc) any such assignmentAdditionally, sublease Tenant may, upon notice to Landlord, mortgage or transfer would not subject the Lessor to grant a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests security interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderEquipment and Facilities, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions and may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of Equipment and Facilities to any such assignment and transfermortgagees or holders of security interests including their successors or assigns (hereinafter collectively referred to as “Mortgagees”), no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any provided such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made Mortgagees agree in a timely fashion, (d) without limiting any writing that accompanies the notice to be bound by the terms and provisions of this Article XIILease. In such event, Landlord shall execute such consent to leasehold financing as may reasonably be required by Mortgagees. Tenant shall reimburse Landlord for Landlord’s reasonable costs in reviewing and consenting to such leasehold financing. Xxxxxxxx agrees to notify Tenant and such Mortgagees simultaneously of any such assignment default by Tenant and transfer to give Mortgagees the same right to cure any default as Tenant except that the cure period for any Mortgagee shall include an appropriate provision for the operation, maintenance and insurance not be less than ten (10) days after receipt of the Leased Property in accordance with the terms hereof, (e) the Lessor default notice. Failure by Landlord to notify Mortgagees of any default shall have received opinions no effect upon the effectiveness of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsTenant.

Assignment and Subleasing. During (a) The Company may not sublease the Lease TermProject, the Lessee may assign, sublease or transfer to any Person, at any time, in as a whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transferIssuer. No sublease will discharge or diminish shall relieve the Company from primary liability for any of its obligations hereunder, and in the Lessee’s obligations hereunder and event of any such sublease, the Lessee Company shall continue to remain directly and primarily liable under for payment of the Lease with respect rents specified in Section 5.3 hereof and for the payment, performance, and observance of the other obligations and agreements on its part herein provided to be performed and observed by it. The Company shall furnish or cause to be furnished to the Leased Property Issuer, upon request, assurances reasonably satisfactory to the Issuer that the Project will continue to be operated in compliance with the provisions hereof and for purposes permitted by the Operative Documents Act. The Issuer shall have the right, at any time and from time to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate time, to this Lease and notify any subtenant of the rights of the Lessor hereunderIssuer as provided by this Section. The Issuer, at the request of the Company, shall expressly provide for the surrender enter into a non-disturbance agreement with any subtenant of the Leased Property Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease. (b) The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part to a company that is the sublessee at the election survivor of a consolidation, merger or transfer of substantially all of the Lessor after an Event assets of Default, shall provide that such provisions the Company without obtaining the consent of the Issuer or of the Holder. This Lease may be directly enforced by assigned to the Lessor and shall provide that such sublessee expressly agrees Holder of the Bond without the consent of the Issuer. This Lease may be assigned to comply an Affiliate of the Company with the use restrictions prior written consent of the Holder and without the consent of the Issuer. Except as provided herein, this Lease may be assigned only with the prior written consent of the Holder and of the Issuer. The Issuer’s consent shall not unreasonably be withheld, conditioned or delayed. (c) Notwithstanding anything to the contrary set forth in Article X hereof. Notwithstanding this Lease, the first paragraph of this Article XII, Lessee Company may not assign or transfer its rights and obligations under interest in this Lease and pursuant to an Exempt Assignment (hereinafter defined) without the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights approval of the Lessor in Issuer or the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance Holder of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsBond.

Assignment and Subleasing. During Except as set forth in the Lease Termnext two sentences, the no Lessee may assign, assign its rights and obligations under this Lease or sublease or transfer any Leased Property to any Person, at any time, in whole or in part, without the consent of the Funding Parties. Concord may assign its right, title or interest in, to or rights and obligations under this Lease to a Significant Subsidiary, provided that Concord reaffirms its obligations under the Guaranty Agreement (in which case Concord shall be released from liability as a Lessee (but not as an Obligor) under this Lease and the other Operative Documents). Each Lessee may sublease all or any portion of the any Leased Property to any Subsidiary of Concord and may sublease up to 50% of the floor space of any Leased Property to any Person without the prior written consent of the Lessor so long Funding Parties, provided that (a) all obligations of such Lessee shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no sublease had been made, and all obligations of Guarantor and the Subsidiary Guarantors under the Guaranty Agreement and the Subsidiary Guaranty, respectively, shall continue in full force and effect; (vb) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is shall be expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease Loan Agreement and the other Operative Documents unless Documents; and (ac) on each such sublease shall terminate at least one day before the effective date Lease Termination Date. Each Lessee shall give the Agent and Lessor prompt written notice of any such assignment and transfersublease. Except pursuant to an Operative Document or the IDB Documentation, no Event of Default existsthis Lease shall not be mortgaged or pledged by any Lessee, (b) the parties enter into an assignment agreement nor shall any Lessee mortgage or pledge any interest in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting or any provisions of this Article XII, any portion thereof. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part (including successive generation subleases) or used or occupied, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws or regulations applicable Section 862(2)(a) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, no assignment or sublease shall cause the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include Facility to be occupied by an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not assignee or sublessee whose occupancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed assignee or sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such assignee or sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect occupation of the Facility is reasonably necessary to discourage the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the proposed assignee or transferee. No sublessee from removing such assignment and transfer will diminish other plant or discharge any facility to a location outside the State, or (ii) that such occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to preserve the competitive position of the proposed assignee or the other Operative Documentssublessee in its respective industry.

Assignment and Subleasing. During the Lease Term(a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, the Lessee may assignLESSEE SHALL NOT, sublease or transfer to any PersonWITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, at any timeLEASE ANY ITEM OF EQUIPMENT OR ASSIGN, in whole or in partTRANSFER OR ENCUMBER ITS RIGHTS, its rightINTERESTS OR OBLIGATIONS HEREUNDER. ANY ATTEMPTED LEASE IN VIOLATION HEREOF AND ANY ASSIGNMENT, title or interest inTRANSFER OR ENCUMBERING BY LESSEE OF ITS RIGHTS, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so INTERESTS OR OBLIGATIONS HEREUNDER SHALL BE NULL AND VOID. So long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Lease Event of Default shall have occurred and be continuing orcontinuing, after giving effect Lessee may, without the consent of Lessor, agree to sublease, agree to extend any sublease of, or agree to transfer in any other manner expressly provided for under this Agreement one or more Items of Equipment to any other Person (a "Sublessee"); provided that such Items of Equipment (whether one or more) are maintained in the United States in accordance with Section 10(c); and provided further, that any sublease entered into or extended pursuant to this Section 17(a) shall satisfy each of the following conditions (a "Sublease"): (i) such Sublease shall expire before, or automatically expire on or before, the expiration of the Term; unless at the time such Sublease is made, Lessee has elected to exercise its purchase option under Section 28.2 and no Lease Event of Default shall have occurred and is continuing; (ii) such Sublease shall be in writing; shall identify the Item of Equipment by manufacturer, model and unit number; shall expressly prohibit any further assignment, sublease or transfertransfer by Sublessee of any rights or interests in the Equipment; (iii) such Sublease may contain a purchase option in favor of the Sublessee or any other provision pursuant to which the Sublessee may obtain record or beneficial title to the Equipment leased thereunder from Lessee, provided upon the exercise of such purchase option, Lessee substitutes new Equipment hereunder in accordance with Section 13; (iv) such Sublease shall prohibit the Sublessee from making any alterations or modifications to the Equipment that would existviolate this Lease Agreement; (v) such Sublease shall require the Sublessee (i) to maintain the Equipment in accordance with Sections 10 and 11 or shall require Lessee to maintain the Equipment and (ii) to engage in activities with the Equipment in a manner consistent with the Equipment's intended purpose and in accordance with the Equipment's specifications; and (vi) such Sublease and all other Subleases at the time in effect taken as a whole shall be no less favorable with respect to their terms or the creditworthiness of their sublessees than the subleases of all other similar equipment owned, leased or managed by Lessee. For so long as a Lease Event of Default has occurred and is continuing Lessee shall not agree to sublease or agree to extend any sublease of any Item of Equipment without the consent of Lessor; provided, however, if such Lease Event of Default is solely the result of a breach of a covenant or of covenants to deliver financial or other information to Lessor or Administrative Agent or to use, maintain or repair the Equipment in accordance with Sections 10 and 11, (xa "Limited Event of Default"), Lessee may agree to sublease any Item of Equipment in accordance with the requirements set forth in clauses (i) any such through (vi) of Section 17(a), provided the sublease therefor is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to Lessor's and any such assignment, sublease or transfer, and (z) Lessor retains all of its Assignee's interests in and benefits such Item of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably requestEquipment. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have If a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Limited Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property is subsequently cured in accordance with the terms hereofof this Lease Agreement, (e) the Lessee may cure any further Lease Default or Lease Event of Default arising from any failure to make any Sublease expressly subject to and subordinate to Lessor's and any Assignee's interest by delivering to Lessor shall have received opinions and Administrative Agent a copy of counsel with respect thereto such Sublease and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided certifying that it is no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, less favorable with respect to its terms or the creditworthiness of its sublessee than the subleases (or leases) to customers of Lessee of the other natural gas compressors owned or managed or leased by Lessee, taken as a whole. (b) Upon request by Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide promptly deliver to Lessor and Administrative Agent (x) a schedule of all subleases of the Lessor not less than thirty Equipment, including Subleases certified by a Responsible Officer of Lessee and (30y) days’ prior written notice for so long as a Lease Default has occurred and is continuing, copies of such assignment or transfer, such notice to identify each sublease of an Item of Equipment (including any Sublease) at the assignee or transfereetime in effect. No such assignment and transfer subleasing by Lessee will diminish reduce or discharge affect any of the Lessee’s obligations under this Lease of Lessee hereunder or the other Operative Documentsrights of Lessor (and any Assignee) hereunder, and all of the obligations of Lessee hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. (c) Lessee shall not discriminate against the Items of Equipment when determining which of natural gas compressors owned, managed or leased by Lessee that it will lease to its customers.

Assignment and Subleasing. During a) Tenant shall be permitted, with thirty (30) days prior written notice to Landlord, to assign this Lease or sublet the Lease TermDemised Premises or any portion thereof. In the event Tenant effects a transfer in connection with a merger, a share exchange or sale of all or substantially all of the Lessee may assignassets of Tenant, sublease Tenant shall be permitted, upon providing written notice to Landlord, to assign the option to purchase the Demised Premises contained in Paragraph 28 hereof. Any permitted assignment or transfer subletting shall be expressly subject to all terms and provisions of this Lease, including the provisions of Paragraph 4 pertaining to the use of the Demised Premises. In the event of any assignment or subletting, Tenant shall remain fully liable for the full performance of all Tenant's obligations under this Lease. Tenant shall not assign its rights hereunder or sublet the Demised Premises without first obtaining a written agreement from assignee or sublessee whereby assignee or sublessee agrees to be bound by the terms of this Lease. No such assignment or subletting shall constitute a novation. In the even of the occurrence of an event of default while the Demised Premises are assigned or sublet, Landlord, in addition to any Personother remedies provided herein or by law, may at Landlord's option, collect directly from such assignee or subtenant all rents becoming due under such assignment or subletting and apply such rent against any timesums due to Landlord hereunder. No direct collection by Landlord from any such assignee or subtenant shall release Tenant for the performance of its obligations hereunder. b) Landlord shall have the right to sell, convey, transfer or assign, in whole or in part, its right, title or interest in, to or under this Lease or any portion all and every feature of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred Landlord's rights and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and in the Lessee shall remain directly and primarily liable under Demised Premises. Upon the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby occurrence of such sale, conveyance, transfer or assignment, Landlord shall be made immediately and shall expressly provide in writing that it is subject and subordinate to this Lease and unconditionally released from all obligations hereunder. Upon any such sale or conveyance, the rights purchaser or transferee of the Lessor hereunder, Demised Premises shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees substituted as to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its all rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsLandlord.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease sublet, mortgage, pledge, encumber or otherwise transfer to this Lease, or any Person, at any timeinterest hereunder, in whole or in part, its rightwithout on each occasion first obtaining the prior express written consent of Landlord, title which consent Landlord shall not unreasonably withhold, condition or interest indelay. Any change in control of Tenant resulting from a merger, consolidation, stock transfer or asset sale, however, shall not be considered an assignment or transfer, which requires Landlord’s prior written consent. For purposes of this Section 29, Landlord shall be deemed to have reasonably withheld consent if Landlord determines that (i) the prospective assignee is not of a financial strength similar to Tenant as of the Lease Date, (ii) that the prospective assignee has a poor business reputation, or (iii) that the proposed use of the Demised Premises by such prospective assignee (including, without limitation, a use involving the use or handling of Hazardous Substances) will negatively affect the value or marketability of the Building or the Project. (b) If Tenant desires to assign this Lease, Tenant shall give Landlord written notice no later than twenty-one (21) days in advance of the proposed effective date of any proposed assignment, specifying: (i) the name and business of the proposed assignee; (ii) the proposed use of the Demised Premises by the Assignee; and (iii) the proposed effective date of the assignment. Tenant shall promptly supply Landlord with appropriate financial statements and other information as Landlord may reasonably request to evaluate the proposed assignment. Landlord shall have a period of fourteen (14) days following receipt of such notice and other information timely requested by Landlord within which to notify Tenant in writing that Landlord elects: (i) to terminate this Lease as to the space so affected as of the proposed effective date set forth in Tenant’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to such space, except for obligations under Sections 11 and 28 and all other provisions of this Lease which expressly survive the termination hereof; or (ii) to permit Tenant to assign this Lease; or (iii) to refuse, in Landlord’s reasonable discretion (taking into account all relevant factors including, without limitation, the factors set forth in the Section 29(a) above), to consent to Tenant’s assignment and to continue this Lease in full force and effect as to the entire Demised Premises. If Landlord should fail to notify Tenant in writing of such election within the aforesaid period, Landlord shall be deemed to have elected option (iii) above. If Landlord consents to Tenant’s assignment of this Lease, then, upon the assignment, Tenant shall be relieved of any further liabilities or under responsibilities relating to future obligations of the Lease, save and except for those responsibilities that will normally survive the expiration of the Lease. If Tenant desires to sublet this Lease or any portion of the Leased Property without the prior Demised Premises, Tenant shall give Landlord written consent notice not later than twenty-one (21) days in advance of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the proposed effective date of any such assignment and transferproposed subletting, no Event of Default exists, specifying: (bi) the parties enter into name and business of the proposed subtenant; (ii) the proposed use of the Demised Premises by the proposed subtenant; and (iii) the proposed effective date and term of the tenancy. Tenant shall promptly supply Landlord with financial statements and other information as Landlord may reasonably request to evaluate the proposed sub-tenancy. Landlord shall have a period of fourteen (14) days following receipt of such notice and other information timely requested by Landlord within which to notify Tenant in writing that Landlord has approved the subleasing; and, therefore allows the subleasing, or that Landlord does not allow the subleasing, based upon the sub-lessee’s desired use of the Demised Premises or the sub-lessee’s business reputation. In the case of an approved subtenant, Tenant shall remain fully responsible and liable for all terms of the Lease, throughout the Lease Term, including liability for the occupancy of the subtenant. Tenant agrees to reimburse Landlord for reasonable legal fees and any other reasonable costs incurred by Landlord in connection with any requested assignment agreement or subletting, and such payments shall not be deducted from the Additional Rent owed to Landlord pursuant to subsection (ii) above. Tenant shall deliver to Landlord copies of all documents executed in connection with any permitted assignment or subletting, which documents shall be in form and substance reasonably satisfactory to the Lessor, (c) Landlord and which shall require such assignee to assume performance of all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions terms of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request Lease on Tenant’s part to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe performed.

Assignment and Subleasing. During the Lease TermTenant shall not assign this Lease, the Lessee may assignor otherwise transfer any interest in this Lease, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as Landlord, which consent may be withheld by Landlord in Landlord’s sole and absolute discretion, such consent shall not be unreasonably withheld. No consent to an assignment or sublease shall release Tenant or any Guarantor from any obligations under this Lease. If Tenant is a corporation, a transfer of more than 25% of the stock of said Tenant corporation shall be deemed an assignment for purposes of this Lease, unless the stock is traded publicly. Tenant shall not sublet portions of the Premises without Landlord’s prior written consent, which shall be in Landlord’s sole and absolute discretion. It is the intention of the Landlord to prohibit Tenant from competing with Landlord in the renting of space in the Property; therefore in the event of any sublease hereunder, Landlord shall be entitled to receive, in addition to any and all rent otherwise required under this Lease, one hundred (v100%) percent of any such assignmentamount paid to Tenant, sublease or transfer would not subject by a sub-tenant, above the Lessor Rent payable by Tenant to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate Landlord pursuant to this Lease. If a sublease is permitted by Landlord, (y) Lessee remains liable Tenant agrees to furnish Landlord with a photostatic copy of each sublease made for all obligations space in the Premises. Tenant shall not hypothecate, transfer, pledge or otherwise encumber this Lease or Tenant’s right hereunder nor shall Tenant permit any such encumbrance. Any attempt at assignment, sublease, pledge, transfer or encumbrance of this Lease without the prior written consent of Landlord shall be null and void, and a default under this Lease after giving effect Lease. Tenant shall and does hereby indemnify and agree to hold Landlord harmless from any such assignmentand all liabilities, sublease or transferclaims, and (z) Lessor retains causes of action arising under any terms and conditions of every sublease, license or concession agreement, unless such liabilities, claims and causes of action arise by reason of a default or breach by Landlord, or the negligent conduct or activity of Landlord, its agents or employees, under this Lease. If all of its interests in and benefits or any part of the Cash Collateral Premises shall be sublet or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect subrent from any and receives prior certification thereof from all subtenants or occupants, and apply the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect net amount collected to the Leased Property and the Operative Documents net annual rent reserved herein, but no such collection shall be, or be deemed to which it is be, a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date waiver of any such assignment and transferagreement, no Event term, covenant or condition of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the acceptance by Landlord of any subtenant or occupant as Tenant, or a release of Tenant from performance by Tenant of its obligations under this Lease. To secure the prompt and full payment by Tenant of All Rent in this Lease reserved and the faithful performance by Tenant of all the other Operative Documentsterms and conditions herein contained on its part to be kept and performed, Tenant hereby assigns, transfers and sets over unto Landlord, subject to the conditions hereinafter set forth, all of Tenant’s right, title and interest in and to all subleases that may hereafter be made and in and to all concession agreements hereafter made affecting any part of the Premises.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under Neither this Lease or Purchase Agreement nor any portion interest of the Leased Property without District hereunder shall be mortgaged, pledged, assigned, sublet, or transferred by the District by voluntary act or by operation of law or otherwise, except with the prior written consent of the Lessor so long as Lender, which, in the case of subletting, shall not be unreasonably withheld; provided that (i) no default shall have occurred; (ii) this Lease Purchase Agreement and the obligation of the District to make all Rental Payments hereunder shall remain the primary obligation of the District; (iii) no such sublease by the District shall cause the Facilities to be used for a purpose other than an essential governmental or proprietary function authorized under the provisions of the Constitution and laws of the State of California; (iv) any sublease of the Facilities by the District shall be expressly subordinate to this Lease Purchase Agreement. Such sublease shall explicitly provide that such sublease is subject to all rights of the Corporation under this Lease Purchase Agreement, including, the right to re-enter and re-let the Facilities or terminate this Lease Purchase Agreement upon a default by the District; (v) the sublease shall not cause the District to violate any of its covenants, representations and warranties made herein. No event giving rise to an abatement of Rental Payments has occurred or is continuing with respect to the substituted or remaining Facilities; (vi) such subletting shall not, in the written opinion of Special Counsel delivered to the Lender, affect the tax-exempt status of the interest components of the Rental Payments payable by the District hereunder; (vii) the District shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Corporation and the Lender a true and complete copy of such sublease; and (viii) no such sublease by the District may cause the Facilities to be used for a purpose which is not authorized under the provisions of the laws of the State. No such mortgage, pledge, assignment, sublease or transfer would not subject shall in any event affect or reduce the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits obligation of the Cash Collateral and receives prior certification thereof from District to make the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor Rental Payments required hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph foregoing, so long as no default shall have occurred, the District may allow occasional use of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory Facilities by civic groups pursuant to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights provisions of the Lessor in the Leased Property Civic Center Act (California Education Code sections 38130 and the other Operative Documents are made in a timely fashion, (dfollowing) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision by State and local agencies for the operation, maintenance their governmental purposes pursuant to joint use agreements and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssimilar arrangements.

Assignment and Subleasing. During (a) Except pursuant to the Sublease Agreement, this Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand, title excluding the leases with the residential tenants at the Facility, the Facility may not be subleased, in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the Lease TermLESSEE WILL NOT, the Lessee may assignWITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, sublease or transfer to any PersonSUBLEASE OR OTHERWISE RELINQUISH POSSESSION OF ANY ITEM OF EQUIPMENT, OR ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS LEASE, AND ANY ATTEMPTED SUBLEASE, RELINQUISHMENT, ASSIGNMENT, TRANSFER OR ENCUMBERING BY LESSEE SHALL BE NULL AND VOID. Lessor may, at any time, with the prior approval of Lessee, sell, transfer, assign, and grant a security interest in, this Lease, the Equipment or any Item, in whole or in part, its rightand in such event any such purchaser, title transferee, assignee, or secured party shall have and may exercise all of Lessor's rights with respect to the Item(s) of Equipment to which such sale, transfer, assignment or grant of security interest inrelates. Any of Lessor's assigns may, to or under this Lease or any portion of the Leased Property without the upon prior written consent approval of Lessee, reassign such rights and may grant a security interest therein and in any such Item(s) of Equipment. Any such sale, transfer, assignment, or security interest shall be subject to Lessee's rights and options, if any, under the Lessor subject Lease and with regard to the subject Equipment, so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have has occurred and be is continuing or, after giving effect hereunder. All obligations of Lessor to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect shall remain enforceable against Lessor. Lessee agrees to execute related acknowledgments and other documents that may be reasonably requested by Lessor. Lessee agrees that, upon written notice to Lessee of any such sale, transfer, assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all casessecurity interest, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder accept and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereofdirections and demands of Lessor's assigns. Notwithstanding the first paragraph of this Article XIITHE RIGHTS OF ANY OF LESSOR'S ASSIGNS SHALL NOT BE SUBJECT TO ANY DEFENSE, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transferCOUNTERCLAIM, no Event of Default existsOR SETOFF THAT LESSEE MAY HAVE AGAINST LESSOR, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsPROVIDED LESSEE APPROVED SUCH ASSIGNMENT IN WRITING.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand, title excluding the leases with the residential and commercial tenants at the Facility, the Facility may not be subleased, in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency's board meetings. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency's board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; and (v) any the Facility shall continue to constitute a "project" as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (wSection 862(2)(a) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral Act and receives prior certification thereof from no assignment or sublease shall cause the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have Facility to be occupied by a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies sublessee in violation of each such assignment, sublease or transfer. No sublease will discharge or diminish any Section 862(1) of the Lessee’s obligations hereunder and Act. (b) If the Lessee Agency shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights so request, as of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I; provided however, for the purposes of this Section 9.3(a), the Agency shall be deemed to have consented in writing to the existing subleases between the Company and Carestream Health, Inc.; and between the Company and Dynamax Imaging, LLC. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any future commercial sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During LESSEE agrees not to assign or transfer ------------------------- this Lease or hypothecate Premises or any part thereof without the written consent of LESSOR, such consent not to be unreasonably withheld or delayed. Any assignment, transfer, hypothecation of this Lease Termwithout LESSOR'S consent shall entitle LESSOR to re-enter and repossess Premises. In the event of any assignment, sublease, transfer, hypothecation or assignment with LESSOR'S consent, LESSEE shall still remain primarily liable for the Lessee obligations created hereby, and all obligations of this Lease shall remain in full force and effect as to LESSEE. No merger, consolidation or other form of reorganization of LESSEE shall affect LESSEE's obligations under this Lease unless consent is given by LESSOR in writing. Any assignment or subleasing by LESSEE shall require LESSOR'S prior written consent not to be unreasonably withheld or delayed, provided that no part of Premises shall be sublet or assigned for use for a purpose which is unlawful, dangerous, noxious or offensive. No assignment or subleasing by LESSEE shall affect or diminish the obligation of LESSEE to perform all of the covenants required to be performed by LESSEE under the terms of this Lease. LESSOR shall have the right to assign this Lease, provided such assignee shall agree to assume all of LESSOR'S covenants and obligations hereunder. Upon such assignment and assumption, LESSOR shall be fully released from all obligations under this Lease. If LESSOR fails to grant, or deny consent to a proposed assignment or subletting within thirty (30) days following LESSEE's request therefor, such consent shall be deemed to be granted. Notwithstanding anything in this Lease to the contrary, LESSEE may at any time without the consent of LESSOR, assign, sublease sublet or otherwise transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor thereof to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) any entity into which LESSEE is merged or with which LESSEE is consolidated; (ii) any entity which shall control, be under the control of; or be under control with LESSEE (any such assignment and transfer will notentity shall be referred to herein as a Related Entity"), with respect the term "control" meaning ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and controlling interest if not a corporation; or (iii) any purchaser of all or substantially all of LESSEE's or any Related Entity's assets (or any purchaser of all or substantially all of LESSEE's business at Premises), whether by asset or stock sale. Notwithstanding anything in this Lease to the Lessorcontrary, violate the use restrictions set forth a subtenant or assignee of whatever tier may further sublet Premises or any portion thereof or assign its interest in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease (or a sublease hereunder) upon the other Operative Documentssame terms and conditions as apply to LESSEE.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not be unreasonably withheld or conditioned. In making a determination to grant or withhold such consent, Landlord shall be entitled to consider the Lessor creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee (to the extent such use amends or alters the Permitted Use then in effect) and whether or not the proposed use will materially increase wear and tear on the Demised Premises. Landlord shall never be required to consent to any proposed use involving heavy manufacturing or chemical processing. In addition, if the intended use by the proposed assignee or sublessee involves in any way different amounts or types of Hazardous Substances than the Hazardous Substances then being used or stored by Tenant at the Demised Premises, in accordance with Section 17 of this Lease, at the time of the proposed assignment or sublease, which different or additional Hazardous Substances create, in the reasonable judgment of Landlord a materially increased risk of Contamination at the Demised Premises, Landlord shall be unconditionally entitled to withhold consent of the proposed assignment or sublease in its absolute discretion. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its liability hereunder; provided, however, that Landlord will allow Tenant to collect all amounts payable by any permitted assignee or sublessee so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have has occurred and be continuing or, after giving effect to is continuing. No such assignment, sublease subletting, occupancy or transfercollection shall be deemed the acceptance of the assignee, would existtenant or occupant, (x) any such sublease is expressly subject and subordinate to this Leaseas Tenant, (y) Lessee remains liable for all or a release of Tenant from the further performance by Tenant of Tenant's obligations under this Lease after giving effect to any such assignmentLease. (b) Notwithstanding subsections (a), sublease (c), (d), (e) or transfer, and (zg) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIISection 30, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, provided that no Event of Default existshas occurred and is then continuing, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor Tenant shall have received opinions the right, without the consent of counsel with respect thereto and such other matters as the Lessor may reasonably requestLandlord but upon thirty (30) days prior written notice to Landlord, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) to sublet all or part of the Demised Premises to any entity which is controlled by, under common control with, or which controls Tenant (any of such assignment entities being herein called a "Petco Affiliate"); or (ii) to assign this Lease (x) to a Petco Affiliate or to (y) a successor corporation into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant's assets and transfer will notproperty, provided that, with respect to an assignment pursuant to (ii)(y), such successor corporation assumes substantially all of the Lessorobligations and liabilities of Tenant and, violate after such merger, shall have total assets and stockholder equity at least equal to the use restrictions set forth in Article X hereof or Applicable Laws total assets and providedstockholder equity of Tenant immediately prior to the merger, further thatas determined by generally accepted accounting principles. With respect to any assignment, Lessee Tenant shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such in its notice to identify Landlord such information as may be reasonably required by Landlord to determine that the assignee requirements of this subsection (b) have been satisfied. The terms "controls", "controlled by" or transferee. No such assignment and transfer will diminish "under common control with", as used in this subsection (b), shall mean the ownership of a direct or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsindirect majority interest.

Assignment and Subleasing. During (a) The Company may sublease the Lease TermProject, the Lessee may assign, sublease or transfer to any Person, at any time, in as a whole or in part. No sublease shall relieve the Company from primary liability for any of its obligations hereunder, and in the event of any such sublease, the Company shall continue to remain primarily liable for payment of the rents specified in Section 5.3 hereof and for the payment, performance, and observance of the other obligations and agreements on its part herein provided to be performed and observed by it. The Company shall furnish or cause to be furnished to the Issuer, upon request, assurances reasonably satisfactory to the Issuer that the Project will continue to be operated in compliance with the provisions hereof and for purposes permitted by the Act. The Issuer shall have the right, title or interest inat any time and from time to time, to or notify any sublessee of the rights of the Issuer as provided by this Section. The Issuer, at the request of the Company, shall enter into a non-disturbance agreement with any subtenant of the Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease. (b) The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part to a company that is the survivor of a consolidation, merger or any portion transfer of substantially all of the Leased Property assets of the Company without obtaining the consent of the Issuer or of the Holder. This Lease may be assigned to the Holder of the Bond without the consent of the Issuer. This Lease may be assigned to an Affiliate of the Company with the prior written consent of the Lessor so long Holder and without the consent of the Issuer. Except as provided herein, this Lease may be assigned only with the prior written consent of the Holder and of the Issuer. The Issuer’s consent shall not unreasonably be withheld, conditioned or delayed. (vc) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable Notwithstanding anything to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to contrary set forth in this Lease, (y) Lessee remains liable for all obligations under the Company may assign its interest in this Lease after giving effect pursuant to any such assignment, sublease or transfer, and an Exempt Assignment (zhereinafter defined) Lessor retains all of its interests in and benefits without the approval of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option Issuer or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any Holder of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsBond.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit M by an Authorized Representative of the Agency. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement in substantially the form attached hereto as Exhibit M or in such other form as is satisfactory to the Lessor including those promulgated by OFACAgency; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the Lease Term, the Lessee may Tenant will not assign, sublease transfer or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under encumber this Lease or sublet or allow any portion of other person to occupy the Leased Property Premises without the Landlord’s prior written consent of the Lessor so long as (v) any such assignmentapproval, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign be unreasonably withheld, delayed or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date conditioned by Landlord. Tenant agrees that Landlord’s rejection of any such proposed assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer subletting will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of be deemed unreasonable if such assignment or transfersubletting would cause Landlord, in Landlord’s reasonable discretion, to fail to be in compliance with the provisions of the Master Lease or with any other agreements relating to the financing of the Premises or the Building, or if such notice assignment or subletting is not approved by Master Landlord. Unless a corporate tenant’s stock is listed on a nationally recognized public stock exchange, a transfer of any of Tenant’s or Guarantor’s stock or a transfer or change of “control” of Tenant or Guarantor, if Tenant or Guarantor is a corporation, or a change in the composition of the persons or entities owning any interest in any non-corporate tenant will be deemed an assignment for the purposes of this section. Tenant will give Landlord any information regarding the proposed assignment or sublease as Landlord may reasonably require. The approval of Landlord to identify one assignment or subletting will not be deemed an approval to a further assignment or subletting. Landlord may condition Landlord’s approval to an assignment or subletting on such matters as Landlord deems appropriate and in the assignee best interests of the Landlord and the Premises’ adjacent tenants. Tenant will reimburse Landlord for all expenses incurred by Landlord in connection with a proposed assignment or transfereesubletting. No such assignment and transfer or subletting will diminish or discharge any release Tenant of the LesseeTenant’s obligations under this Lease or alter the primary liability of Tenant to pay rent and to perform all other Operative Documentsobligations to be performed by Tenant hereunder.

Assignment and Subleasing. During (a) In the Lease Termevent Licensor mortgages, grants a security interest in or otherwise collaterally assigns its interest in this Agreement or in any License, Licensee will execute and deliver to Licensor's lender or other party to whom such interest is granted an Estoppel certificate certifying as to such reasonable and accurate matters as are customarily expressed to lenders and a subordination, attornment and non-disturbance agreement pursuant to which any interest Licensee may have in any Tower Facilities by reason of this Agreement or any License is subordinated to a mortgage lien or other security interest granted in favor of Licensor's lenders; provided, Licensee shall only be obligated to enter into any such subordination, attornment and non-disturbance agreement if, pursuant to the terms thereof, the Lessee lender agrees not to disturb Licensee's interest in any of the Tower Facilities arising from this Agreement or any License so long as Licensee continues to perform its obligations according to the terms hereof and thereof. (b) Licensee may assign, sublease not assign or transfer (by operation of law or otherwise) this Agreement, any License or its all or any part of its interests therein without the prior written consent of Licensor. Notwithstanding the foregoing and so long as Licensee is not then in default, Licensee may assign this Agreement or any individual License with upon thirty (30) Days prior written notice to Licensor to any Personof the following: (i) Any Affiliate of Licensee, provided that Licensee shall continue to remain liable to Licensor hereunder; (ii) Any corporation or other entity resulting from the merger or consolidation of Licensee; (iii) Any corporation, partnership, or other entity, or Person which acquires all or substantially all of the assets of or fifty percent (50%) or more of the stock or interest in Licensee; or (iv) any corporation, partnership or other entity acquiring all or substantially all of Licensee's assets, including the use of Licensee's rights to the FCC licenses that Licensee uses to operate Licensee's Equipment at the applicable Tower Facilities, in a given Basic Trading Area ("BTA"), so long as such corporation or partnership is not a competitor of Licensor, provided that such assignee pursuant to Sections 12.1(b)(i),(ii),(iii) and (iv) assumes in full the obligations of Licensee under the License. Upon any timesuch assignment, Licensee shall be released from any further obligations hereunder accruing from or after the date of any such assignment. In the event that Licensee requests Licensor's consent to any assignment of any one or more individual License, Licensee shall be required to pay Licensor an Administrative Fee of $500.00 for each consent to assignment or assignment requested by Licensee. In no event may Licensee sublet, sublease, grant any form of shared use right or permit any other similar use of any Tower Facility or any portion thereof by or interest therein to any party other than Licensee. Notwithstanding anything to the contrary in this Agreement or in any License, in no event may Licensee diplex or combine signals for itself or others. Upon any request by Licensee to assign any License, Licensor may require the assignee to enter into a new license agreement directly with Licensor so long as the License Fee, Annual Escalator and length and commencement of each affected License Term is not altered by such replacement license agreement. (c) Licensor may freely assign this Agreement or any License or any interest therein so long as any such assignee agrees in writing to assume Licensor's obligations hereunder. Upon any such assignment, Licensor shall be released from any further obligations hereunder accruing from or after the date of any such assignment. Licensor shall also have right to assign its rights, but not its obligations, under this Agreement or any License, in whole or in part, its right, title to one or interest in, to or under this Lease or any portion more of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsLicensor's Affiliates.

Assignment and Subleasing. During (a) Except pursuant to the Sublease Agreement, this Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Company Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Company Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Company Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Company Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Agency Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Company Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Company Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Company Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of the Lessor so long as (v) any such assignmentLandlord, sublease which consent Landlord shall not unreasonably withhold. Any change in control of Tenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer would which requires Landlord’s prior written consent. For purposes of this Section 29, by way of example and not subject limitation, Landlord shall be deemed to have reasonably withheld consent if Landlord determines (i) that the Lessor prospective assignee is not of a financial strength similar to a violation Tenant as of laws or regulations applicable to the Lessor including those promulgated by OFACLease Date, (wii) that the prospective assignee or subtenant has a poor business reputation, or (iii) that the proposed use of the Demised Premises by such prospective assignee or subtenant (including, without limitation, a use involving the use or handling of Hazardous Substances) will negatively affect the value or marketability of the Building or the Project. (b) Notwithstanding Section 29(a) above, provided that there then exists no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignmentwhich remains uncured, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor Tenant shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably requestright, upon ten (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (3010) days’ prior written notice of such assignment to Landlord but without Landlord’s prior consent, (i) to sublet all or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any part of the LesseeDemised Premises to any related entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; or (ii) to assign this Lease to a successor entity into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant’s assets and property, provided that such successor entity assumes substantially all of the obligations and liabilities of Tenant (including, without limitation, those obligations of Tenant arising under this Lease) and, after such transaction, shall have assets, capitalization, tangible net worth and creditworthiness at least equal to the assets, capitalization, tangible net worth and creditworthiness of Tenant as of the Lease Date as determined by generally accepted accounting principles. For the purpose hereof, (i) “control” shall mean ownership of not less than fifty percent (50%) of all the voting stock or legal and equitable interest in such entity, and (ii) “tangible net worth” shall mean the other Operative Documents.excess of the value of tangible assets (i.

Assignment and Subleasing. During The Company may not assign this Lease or sublease the Lease TermProject, the Lessee may assign, sublease or transfer to any Person, at any time, in as a whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without obtaining the prior written consent of the Lessor so long as (v) any such assignmentAuthority and the Holder, sublease which consent shall not unreasonably be withheld, conditioned or transfer would not subject delayed. Notwithstanding the Lessor foregoing, the Company may assign of its interest in this Lease to a violation of laws or regulations applicable to Permitted Entity if the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions requirements set forth in Article X hereofSection 8.3 pertaining to a “surviving, resulting or transferee Person” have been fulfilled. Notwithstanding the first paragraph of this Article XIIAny such consolidation, Lessee may not assign merger or transfer its rights of substantially all of the assets of the Company as provided in Section 8.3 hereof, and obligations under any assignment, delegation or sublease authorized in Section 8.3 hereof or above in this Lease and Section 9.1, or otherwise consented to by the other Operative Documents unless Authority, shall be subject to each of the following conditions: (a) on No assignment (other than pursuant to Section 8.3 hereof in a transaction in which the effective date Company ceases to exist) or sublease shall relieve the Company from primary liability for any of its obligations hereunder, and in the event of any such assignment or sublease, the Company shall continue to remain primarily liable for payment of the rents specified in Section 5.3 hereof and transferfor the payment, no Event performance, and observance of Default existsthe other obligations and agreements on its part herein provided to be performed and observed by it, unless the Authority and the Holder of the Bond consent in writing to such release. (b) The assignee or sublessee shall assume in writing the parties enter into an assignment agreement in form obligations of the Company hereunder to the extent of the interest assigned or subleased. (c) The Company shall furnish or cause to be furnished to the Authority and substance the Holder assurances reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property Authority and the other Operative Documents are made Holder that the Project will continue to be operated in a timely fashion, compliance with the provisions hereof. (d) without limiting any provisions of this Article XII, any No such assignment or sublease (other than pursuant to Section 8.3 hereof in a transaction in which the Company ceases to exist) shall give rise to a novation, unless the Authority and transfer shall include an appropriate provision for the operation, maintenance and insurance Holder of the Leased Property Bond agree in accordance with the terms hereof, writing to such novation. (e) the Lessor shall have received opinions of counsel with respect thereto and The Company or such other matters as the Lessor may reasonably request“surviving, (f) such assignment and transfer will not result in a Material Adverse Effectresulting or transferee Person” shall, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than within thirty (30) days’ days prior written notice to the execution thereof, furnish or cause to be furnished to the Authority a true and complete copy of each such proposed assignment or sublease or documents of merger, consolidation or sale of assets, as the case may be. The Company or such “surviving, resulting or transferee Person” shall, within thirty (30) days after the execution thereof, furnish or cause to be furnished to the Authority a true and complete copy of each such assignment or transfersublease or documents of merger, such notice consolidation or sale of assets, as the case may be, as actually executed. The Authority and the Holder shall have the right, at any time and from time to identify the time, to notify any assignee or transferee. No such assignment and transfer will diminish or discharge any sublessee of the Lessee’s obligations their rights of under this Lease or the other Operative Documentsparagraph.

Assignment and Subleasing. During 10.01 Tenant may, with the prior consent of Landlord in each instance, such consent not to be unreasonably withheld or delayed, sublet all or portions of the demised premises except as specifically provided herein. Tenant shall have the right to assign this Lease Term, without the Lessee may assign, sublease consent of Landlord (i) to an entity directly or transfer to any Person, at any timeindirectly owned by Tenant with a controlling interest provided that, in whole or in part, its right, title or interest in, to or under this Lease or any portion the event of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default Tenant shall have occurred remain and be continuing or, after giving effect to jointly and severally with such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains entity liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s performing Tenant's obligations hereunder and the Lessee shall remain directly indemnify and primarily liable under the Lease hold Landlord harmless with respect to the Leased Property any obligations, liability or costs incurred by Landlord with respect to any and the Operative Documents all subtenants and (ii) to a corporation into or with which Tenant is merged or consolidated or to which it is substantially all of Tenant's assets are transferred, provided, in each such case, a party. Each sublease permitted hereby copy of such assignment instrument shall be made and shall expressly provide in writing that it is subject and subordinate have been delivered to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor Landlord not more than ten (10) days after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such transaction and that such assignment recites that Tenant and transfersuch corporation into which Tenant has been merged or consolidated shall remain and be jointly and severally liable hereunder after any such assignment for the remainder of any then existing Term but not thereafter. Tenant may permit any corporations or other business entities which control, no Event are controlled by, or are under common control with Tenant including any affiliated company or subsidiary company (herein referred to as "related corporation") to occupy, as licensee, subtenant or otherwise all or part of Default existsthe Premises for any of the purposes permitted to Tenant, subject however to compliance with Tenant's obligations under this Lease. Any such subletting shall not be deemed to vest in any such related corporation any right or interest in this Lease or the demised premises nor shall it relieve, release, impair or discharge any of Tenant's obligations hereunder. For the purposes hereof, (a) the term "subsidiary company" shall mean a company, not less than fifty percent (50%) of whose voting stock is owned by Tenant; and (b) the parties enter into term "affiliated company" shall mean a corporation or other business entity which controls, or is controlled by, or is under common control with, Tenant. In the event the affiliate is a corporation, "control" shall be deemed to mean ownership of not less than a majority of all of the voting stock of Tenant or such corporation, as the case may be. In the event the affiliate is an assignment agreement entity other than a corporation, "control" shall be deemed to mean ownership of not less than a majority of all of the legal and equitable interest in form and substance reasonably satisfactory to Tenant or any other business entity, as the Lessor, (c) all filings of or in respect of any case may be. Any such assignment and transfer necessary any subletting or renewal with an "Affiliated Company" shall be conditioned upon: (a) Tenant, prior to protect the rights said assignment delivering to Landlord written notice of same together with evidence that said assignee is a related corporation or affiliated company; (b) prior to any subletting, providing Landlord with a copy of the Lessor proposed Lease for review to ensure it is in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance compliance with the terms hereof, ; (ec) any such assignee assuming and undertaking to perform all of the Lessor terms of this Lease on the part of Tenant to be performed (although Tenant shall have received opinions of counsel with respect thereto not be released and such other matters as the Lessor may reasonably request, (fshall remain liable hereunder) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request delivering written acknowledgement thereof acceptable to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, Landlord; and (id) such assignment all future subleases provide covenants by the subtenant that the subtenant will refrain from doing anything that would cause Tenant to be in default under this Lease. Copies of all subleases, amendments or assignments shall be promptly furnished to Landlord within seven (7) business days after the execution and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any delivery of the Lessee’s obligations under this Lease or same by the other Operative Documentsparties thereto.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part (including successive generation subleases) or used or occupied, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency and the Lender, in each instance, which consents shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent of the Agency may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws or regulations applicable Section 862(2)(a) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, no assignment or sublease shall cause the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include Facility to be occupied by an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not assignee or sublessee whose occupancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed assignee or sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such assignee or sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect occupation of the Facility is reasonably necessary to discourage the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the proposed assignee or transferee. No sublessee from removing such assignment and transfer will diminish other plant or discharge any facility to a location outside the State, or (ii) that such occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to preserve the competitive position of the proposed assignee or the other Operative Documentssublessee in its respective industry.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency. (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the (a) Except with respect to an assignment to Xxxxxx Xxx Redevelopment Holdings, LLC as described in subparagraph (e) herein, this Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Agency Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings In accordance with Section 862(1) of the Act, the Facility shall not be occupied by a sublessee whose tenancy would result in the removal of a facility or plant of the proposed sublessee from one area of the State to another area of the State or in respect the abandonment of any one or more plants or facilities of such assignment and transfer sublessee located within the State; provided, however, that neither restriction shall apply if the Agency shall determine: (i) that such occupation of the Facility is reasonably necessary to protect discourage the rights proposed sublessee from removing such other plant or facility to a location outside the State, or (ii) that such occupation of the Lessor Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in the Leased Property and the other Operative Documents are made in a timely fashion, its respective industry. (d) without limiting any The provisions of this Article XII, any such assignment and transfer Section 9.3 shall include an appropriate provision for the operation, maintenance and insurance not apply to residential leases or subleases of the Leased Property in accordance with the terms hereof, Facility. (e) Notwithstanding the Lessor shall have received opinions foregoing, the Agency hereby consents to the assignment of counsel with respect thereto this Lease Agreement, in whole or in part, and such other matters as the Lessor may reasonably requesttransfer of the Facility, (f) such assignment in whole or in part, to Xxxxxx Xxx Redevelopment Holdings, LLC, a limited liability company duly organized under the laws of the State of Delaware and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result authorized to transact business in the imposition State of any unindemnified Taxes, (h) the Lessor shall have received such other documents New York and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect a related entity to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsCompany.

Assignment and Subleasing. During A. Except as otherwise provided in the Lease TermContract, the Lessee may Contractor covenants that it shall not assign, sublease transfer, convey, sell, mortgage, pledge or transfer encumber (hereinafter collectively referred to any Person, at any time, in whole as an “assignment”) or in part, its right, title or interest in, to or under this Lease sublet the Premises or any portion part thereof (with the exception of leases of hangar space, office space, and tie down leases), or any rights of the Leased Property Contractor hereunder or allow the use of the Premises by any other person without the prior written consent approval of the Lessor so long as (v) Authority. Consent by the Authority to any type of transfer described in this Section or elsewhere in this Contract shall not in any way be construed to relieve the Contractor from obtaining further authorization from the Authority for any subsequent transfer of any nature whatsoever. If the Contractor fails to obtain the prior written approval of any such assignment or sublease, the Authority shall have the right to refuse to recognize the assignment or sublease and the assignee or sublessee shall acquire no interest in this Contract or any rights to use the Premises. B. Notwithstanding any assignment, sublease or any other transfer would of the Premises or any rights under this Contract, the Contractor shall remain fully and primarily liable for the payment of all rental fees, Concession Fees and all other charges due hereunder and fully responsible for the performance of all of its other obligations hereunder unless expressly released in writing by the Authority. C. The Contractor, when requesting an approval of an assignment or sublease agreement under this Section, shall include with its request a copy of the proposed agreement, if prepared, or a detailed summary of the material terms and conditions to be contained in such agreement. Any proposed agreement or detailed summary thereof shall provide the following information: (1) The Premises to be assigned, sublet or used; (2) The terms; (3) If a sublease, the rentals and fees to be charged; (4) If a sublease, a provision that the subtenant shall use its Premises for only the specified purpose unless otherwise authorized in writing by the Authority, that the term shall not exceed the unexpired term of this Contract; and that the sublease shall be subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, Contract; (y5) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, All other material terms and (z) Lessor retains all of its interests in and benefits conditions of the Cash Collateral and receives prior certification thereof from assignment or sublease agreement that the Lessee and such other evidence thereof as the Lessor Authority may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly require. D. The Authority shall provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect written notice to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than Contractor within thirty (30) days’ prior written notice calendar days of its approval or disapproval of the proposed assignment to sublease. The Authority may condition its approval. If approved, the Contractor shall submit a fully executed copy of such agreement to the Authority within thirty (30) days prior to the commencement of the assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During the Lease Term, the Lessee may not assign, sublease mortgage, transfer or transfer pledge to any PersonPerson (including any Affiliate), at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property or the Site without the prior written consent of the Lessor so long as Lessor, which may be granted or withheld in its sole and absolute discretion provided, however, that Lessee may sublease its rights in connection with this Lease or the Leased Property to any Person with the prior consent of the Participants, not to be unreasonably withheld or delayed at any time, it being agreed that it would be reasonable to withhold such consent if, among other things, (vx) any such assignment, sublease or transfer would not subject any of the Lessor Participants to a violation of laws or regulations then applicable to any of the Lessor including Participants, including, without limitation, those promulgated by OFAC, (wy) no an Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer​ ​ ​ ​ sublease, would exist, or (xz) any such sublease extends beyond the Base Term expiration date, is not expressly subject and subordinate to the Lease or Lessee does not remain primarily liable for all obligations under the Lease. ​ Notwithstanding the foregoing, the Lessee will have the right at any time during the Lease Term, without the written consent of Lessor so long as no Material Default or Event of Default shall be continuing, to sublease all of the Leased Property to any Affiliate, provided that (i) no sublease may be made to any Person which would subject a Participant to a violation of Applicable Laws and Regulations applicable to such Participant including, without limitation, those promulgated by OFAC, and (ii) such sublease is expressly subject and subordinate to this Lease, (y) the Lease and the Lessee remains primarily liable for all obligations under this Lease after giving effect to hereunder. Lessee shall give Lessor and Administrative Agent prompt written notice of any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor which notice shall include copies of each such assignment, sublease. Lessee hereby agrees that no sublease or transferhereunder will violate the terms of the Ground Lease. ​ No sublease hereunder will discharge or diminish any of the Lessee’s obligations hereunder or any of the Lessee’s obligations hereunder or under the other Operative Documents and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor Lessor, and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. All such subleases under this Article XII shall expressly provide in writing for termination on or prior to the Lease Expiration Date unless the Lessee shall purchase all of the Leased Property pursuant to Section 21.1(a) and Article XX of this Lease. ​ Notwithstanding the first paragraph foregoing, (a) the Lessee will have the right at any time during the Lease Term, without the prior written consent of this Article XIIthe Lessor, to purchase the Leased Property pursuant to Section 20.1 hereof, (b) the Lessee may assign, at any time during the Lease Term, in whole but not assign or transfer in part, its rights right, title and obligations interest in, to and under this Lease and the other Operative Documents unless (a) on the effective date as a result of any such assignment transaction permitted under Section 5.3 of the Participation Agreement, and transfer(c) the Lessee may otherwise assign, no Event in whole but not in part, its right, title and interest in, to and under this Lease to any Affiliate of Default exists, the Lessee without the prior written consent of the Lessor and Administrative Agent at the direction of Required Participants provided that (bi) the parties enter into an assignment agreement as to all of Lessee’s obligations under the Operative Documents and related amendments thereto, each in form and substance reasonably satisfactory to the Lessor, (cii) after such assignment, the Lessee shall remain fully liable under the Operative Documents or shall issue an irrevocable and unconditional guaranty of the obligations of such assignee thereunder in form and substance reasonably satisfactory to the Lessor, (iii) prior to such assignment and immediately after giving effect thereto, no Default or Event of Default shall be continuing, (iv) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property Property, the Site and the other Operative Documents are made in a timely fashion, (dv) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property and the Site in accordance with the terms hereof, (evi) the Lessor shall have received certificates and opinions of ​ ​ ​ ​ counsel with respect thereto to the foregoing and such other matters as the Lessor may reasonably request, (fvii) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (hviii) the Lessor shall have received receive such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transferrequest, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (iix) such assignment and transfer will not, with respect to the Lessorany Participant, violate the use restrictions set forth in Article X hereof or Applicable Laws and providedRegulations including, further thatwithout limitation, those promulgated by OFAC, and (x) the Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transferassignment, such notice to identify the assignee or transfereeassignee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.​

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. In making a determination to grant or withhold such consent, Landlord shall be entitled to consider the creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee (to the extent such use amends or alters the Permitted Use then in effect) and whether or not the proposed use will materially increase wear and tear on the Demised Premises. Landlord shall never be required to consent to any proposed use involving heavy manufacturing or chemical processing. In addition, if the intended use by the proposed assignee or sublessee involves in any way materially different amounts or types of Hazardous Substances than the Hazardous Substances then being used or stored by Tenant at the Demised Premises, in accordance with Section 16 of this Lease, at the time of the proposed assignment or sublease, and if such materially different or additional Hazardous Substances create, in the reasonable judgment of Landlord a materially increased risk of Contamination at the Demised Premises. Landlord shall be unconditionally entitled to withhold consent of the proposed assignment or sublease in its rightabsolute discretion. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, title without, however, relieving Tenant of any of its liability hereunder unless agreed upon by the parties hereto in writing. No such assignment, subletting, occupancy or interest incollection shall be deemed the acceptance of the assignee, to tenant or occupant, as Tenant, or a release of Tenant from the further performance by Tenant of Tenant's obligations under this Lease or any portion of unless agreed upon by the Leased Property without the prior written consent of the Lessor so long as parties hereto in writing. (vb) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFACNotwithstanding subsections (a), (wc), (d), (e) or (g) of this Section 29, provided that no Event of Default has occurred and is then continuing, Tenant shall have occurred and be continuing orthe right, after giving effect upon thirty (30) days prior written notice to Landlord, (i) to sublet all or part of the Demised Premises to any entity which is controlled by, under common control with, or which controls Tenant (any of such assignment, sublease entities being herein called a "Mohawk Affiliate"); or transfer, would exist, (ii) to assign this Lease (x) any such sublease is expressly subject and subordinate to this Lease, a Mohawk Affiliate or to (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease a successor corporation into which or transfer, and (z) Lessor retains with which Tenant is merged or consolidated or which acquired substantially all of its interests in Tenant's assets and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Optionproperty, no sublease may have a term that extends beyond the Base Term Expiration Date. In all casesprovided that, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to an assignment pursuant to (ii)(y), such successor corporation assumes substantially all of the Leased Property obligations and liabilities of Tenant and, after such merger, shall have total assets and stockholder equity at least equal to the Operative Documents total assets and stockholder equity of Tenant immediately prior to which it is a partythe merger, as determined by generally accepted accounting principles. Each sublease permitted hereby With respect to any assignment, Tenant shall be made and shall expressly provide in writing its notice to Landlord such information as may be reasonably required by Landlord to determine that it is subject and subordinate the requirements of this subsection (b) have been satisfied. The terms "controls", "controlled by" or "under common control with", as used in this subsection (b), shall mean the ownership of a direct or indirect majority interest. (c) If Tenant should desire to assign this Lease and or sublet the rights Demised Premises (or any part thereof), Tenant shall give Landlord written notice no later than thirty (30) days in advance of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the proposed effective date of any proposed assignment or sublease, specifying (i) the name and business of the proposed assignee or sublessee, (ii) a detailed description of the intended use of the Demised Premises by the proposed assignee or sublessee, with particular detail regarding any Hazardous Substances which will be used in any manner at the Demised Premises; (iii) the amount and location of the space within the Demised Premises proposed to be so subleased, (iv) the proposed effective date and duration of the assignment or subletting, and (v) the proposed rent or consideration to be paid to Tenant by such assignee or sublessee. Tenant shall promptly supply Landlord with financial statements and other information as Landlord may reasonably request to evaluate the proposed assignment or sublease. (d) Landlord shall have a period of fifteen (15) days following receipt of such notice and other information requested by Landlord within which to notify Tenant in writing that Landlord elects: (i) to permit Tenant to assign or sublet such space; or (ii) to refuse to consent to Tenant's assignment or subleasing of such space and to continue this Lease in full force and effect as to the entire Demised Premises, any such refusal shall state with reasonable specificity the reasons for the refusal. If Landlord should fail to notify Tenant in writing of such election within the aforesaid fifteen (15) day period. Landlord shall be deemed to have consented to such assignment or sublease. Tenant agrees to reimburse Landlord for reasonable legal fees and transferany other reasonable costs actually incurred by Landlord in connection with any requested assignment or subletting (but in no event more than $1,000.00 per request). Tenant shall deliver to Landlord copies of all documents executed in connection with any permitted assignment or subletting, no Event of Default exists, (b) the parties enter into an assignment agreement which documents shall be in form and substance reasonably satisfactory to the Lessor, (c) Landlord and which shall require such assignee to assume performance of all filings terms of or in respect this Lease on Tenant's part to be performed. No acceptance by Landlord of any such rent or any other sum of money from any assignee, sublessee or other category of transferee shall be deemed to constitute Landlord's consent to any assignment, sublease, or transfer. (e) Any attempted assignment and transfer necessary to protect the rights or sublease by Tenant in violation of the Lessor in the Leased Property terms and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIISection 29 shall be void and such act shall constitute a material breach of this Lease. In no event shall any assignment, any such assignment and transfer shall include an appropriate provision subletting or transfer, whether or not with Landlord's consent, relieve Tenant of its primary liability under this Lease for the operationentire Term, maintenance and insurance Tenant shall in no way be released from the full and complete performance of all the terms hereof unless otherwise agreed by the parties hereto in writing. If Landlord takes possession of the Leased Property in accordance with Demised Premises before the expiration of the Term of this Lease due to an Event of Default by Tenant, Landlord shall have the right, at its option to take over any sublease of the Demised Premises or any portion thereof and such subtenant shall attorn to Landlord, as its landlord, under all the terms hereofand obligations of such sublease occurring from and after such date, (e) the Lessor shall have received opinions but excluding previous acts, omissions, negligence or defaults of counsel with respect thereto Tenant and such other matters as the Lessor may reasonably request, any repair or obligation in excess of available net insurance proceeds or condemnation award. (f) Landlord shall have the right to sell, transfer, assign, pledge, and convey all or any part of the Demised Premises and any and all of Landlord's rights under this Lease. In the event Landlord assigns or otherwise conveys its rights under this Lease, Landlord shall be entirely freed and released from any obligations accruing thereafter under this Lease, and Tenant agrees to look solely to Landlord's successor in interest for performance of such assignment and transfer will not result in a Material Adverse Effect, obligations. (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document If Tenant transfers or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under assigns this Lease or sublets the other Operative Documents.Demised Premises in whole or in part to any permitted assignee or sublessee, Landlord shall be entitled to receive, as Additional Rent, one hundred percent (100%) of any "Rental Profit" (as hereinafter defined) received by Tenant. The

Assignment and Subleasing. During the Lease Term, the Lessee may shall not voluntarily or by operation of law assign, sublease transfer, mortgage or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease otherwise encumber all or any part of Lessee's interest in this Lease, including Lessee's fixtures, or any of Lessee's duties, obligations, right or rights hereunder, or sublet the Premises or any part or portion thereof, and, if Lessee is a corporation, partnership or trust, shall not permit a transfer of effective control of Lessee, or permit the Leased Property without same or any part thereof to be used for any purpose other than the purpose set forth in paragraph 5 hereinabove, except upon the prior written consent of the Lessor so long as (v) any such Lessor, which consent, in Lessor's sole discretion, may be unreasonably withheld. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be deemed a nullity, and at Lessor's option, constitute grounds for termination of this Lease. It is further agreed that any permitted assignment or sublease or transfer would not subject the by Lessee shall be made only upon such terms and conditions as are acceptable to Lessor, such acceptability being in Lessor's sole and complete discretion. Consent by Lessor to any assignment or sublease shall not destroy this provision or operate as a violation of laws waiver, and all subsequent assignments or regulations applicable subleases, if any, shall be made only according to the terms and conditions hereof and upon the aforesaid written consent of Lessor. Any assignee or sublessee of Lessee shall, at the option of Lessor, become directly liable to Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations of Lessee under this Lease after giving effect but no assignment or sublease by Lessee shall relieve Lessee of any of its liability or obligations hereunder. No subletting or assignment, even with the consent of Lessor shall relieve Lessee of its obligations to pay the Rent and to perform all of the other obligations to be performed by Lessee hereunder. The acceptance of Rent by lessor from any other person shall not be deemed to be a waiver by Lessor of any provision of this Lease or to be a consent to any such assignment, sublease assignment or transfer, and (z) Lessor retains subletting. If at any time during the term of this Lease any part or all of its the interests in and benefits or shares of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights transferred by bequest, inheritance, or operation of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatlaw, Lessee shall provide to the promptly notify Lessor not less than thirty (30) days’ prior written notice in writing of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentschange.

Assignment and Subleasing. During (a) Tenant shall not, without Landlord's prior written consent, which consent shall not be unreasonably withheld, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest thereunder; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) sublease the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any portion thereof by any party other than Tenant; and any attempt to consummate any of the foregoing without Landlord's consent shall be void. (b) Notwithstanding anything herein to the contrary, if at any time or from time to time during the Lease Term, Tenant desires to sublease all or a portion of the Lessee Premises or assign the Lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section 2.5 as the "Notice") of the terms of the proposed subleasing or assignment, the identity of the proposed assignee or sublessee, the area proposed to be subleased (if a sublease is proposed), and such other information as Landlord may assign, specify to evaluate Tenant's request. Landlord shall then have the options: (i) to sublease or transfer from Tenant such space (hereinafter referred to any Person, as "Subject Space") at any time, in whole or in part, its right, title or interest in, the same Base Rental and Additional Rental as Tenant is required to or pay to Landlord under this Lease for the same space; (ii) to terminate this Lease; or any portion (iii) to review such proposed assignment or sublease for approval or disapproval. The option to sublease, to terminate, or to review, as the case may be, shall be exercisable by Landlord in writing within a period of thirty (30) days after receipt of the Leased Property without the prior written consent of the Lessor so long as Notice; and if Landlord fails to otherwise (vc) any such assignment, sublease or transfer would not subject the Lessor If Landlord elects to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under terminate this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee Subject Space constitutes the entire Premises, then this Lease shall remain directly terminate on the date set forth in Landlord's notice to Tenant, which termination shall be no earlier than thirty (30) and primarily liable under no later than ninety (90) days after the date of such notice. If the Subject Space does not constitute the entire Premises and Landlord so exercises its option to terminate this Lease with respect to the Leased Property Subject Space, then this Lease shall remain in full force and effect except that the Operative Documents to which it is a party. Each sublease permitted hereby Base Rental and Tenant's Percentage Share shall be made and reduced to conform to the reduced Rentable Area of the Premises. (d) In the event Landlord exercises the option to sublease the Subject Space, the term of the subleasing from Tenant to Landlord shall be the term set forth in the Notice (which shall not be longer than the then current Lease Term unless Landlord expressly provide agrees in writing that it is subject and subordinate to any extension or renewal option contained in this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that will apply to such provisions may be directly enforced by the Lessor Subject Space) and shall provide that be on such sublessee expressly agrees to comply with the use restrictions set forth terms and conditions as are contained in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessorextent applicable, (c) all filings except that Landlord shall have the right further to sublease or assign the sublease of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, Subject Space. (e) If Landlord fails to exercise either its option to sublease or its option to terminate within the Lessor aforesaid thirty-day period but elects to review the proposed assignment or sublease for approval or disapproval, Tenant shall have received opinions submit to Landlord within twenty (20) days after said period a copy of counsel with respect thereto the proposed assignment or sublease and such other matters additional information concerning the proposed assignee or sublessee as may be requested by Landlord for Landlord's review. Within thirty-five (35) days subsequent to Landlord's receipt of the Lessor may reasonably requestproposed assignment or sublease and such requested additional information, Landlord shall approve or disapprove in writing the proposed assignment or sublease and the proposed assignee or sublessee. Failure to so approve or disapprove shall be deemed disapproval by Landlord. (f) such Notwithstanding the giving by Landlord of its consent to any assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, sublease with respect to the LessorPremises, violate the use restrictions set forth no assignee or sublessee may exercise any expansion option, preemptive right or so-called right of first refusal to lease, or term renewal or extension option under this Lease except in Article X hereof accordance with a separate written agreement entered into directly between such assignee or Applicable Laws sublessee and provided, further that, Lessee shall provide Landlord. Subsequent to the Lessor not less than thirty (30) days’ prior written notice of such an approved assignment or transfersublease, such notice the original Tenant shall have no right to identify exercise on behalf of the assignee or transferee. No such sublessee (as to the space assigned or subleased) any expansion option, preemptive right or so-called right of first refusal to lease or term renewal or extension option. (g) Tenant agrees to pay, as additional rental, to Landlord, on demand, reasonable costs incurred by Landlord (i) in connection with any request by Tenant for Landlord to consent to any assignment or subleasing by Tenant, and (ii) in providing any services or materials to any assignee or sublessee of Tenant. (h) Any transfer will diminish or discharge any series of transfers resulting in a change in the Lessee’s obligations controlling interest in Tenant (whether Tenant is a corporation, partnership, trust or other entity), whether voluntarily, by operation of law, or otherwise, shall be deemed an assignment of this Lease within the meaning of this Section 2.5. (j) Landlord's approval of or consent to an assignment or sublease transaction shall not operate to release Tenant from its liability hereunder, and shall not affect Landlord's rights under this Lease Section 2.5 as to any subsequent proposed assignment or the other Operative Documentssublease.

Assignment and Subleasing. During Subtenant shall be permitted to assign the Lease Term, the Lessee may assign, Sublease or sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease all or any portion of the Leased Property without Subleased Premises during the prior written consent Sublease Term to any related entity, parent, subsidiary, or affiliate of Subtenant or any entity which directly or indirectly controls, is controlled by or under common control of the Lessor so long as Subtenant or to any corporation or other entity with succeeds to all or substantially all of the assets and business of Subtenant conducted from the Subleased Premises or to any entity that performs services for Subtenant without having the obligation of securing Sublandlord’s prior approval or consent (v) “Related Entities”), though reasonable prior notice to Sublandlord is required. Transfers of stock and other changes of control shall not constitute “assignments” of Subtenant’s interest hereunder. Subtenant may assign all or sublease all or any portion of the Subleased Premises to any other entity or person upon receipt of Sublandlord’s prior consent, which consent shall be in Sublandlord’s sole discretion. Notwithstanding the foregoing, nothing contained in this Article XV herein shall be considered a waiver of Sublandlord’s obligations under the Master Lease in connection with any desired assignment or sublease If this Sublease is assigned, or if the Subleased Premises or any part thereof is sublet or occupied by someone other than Subtenant, Sublandlord may, after default by Subtenant, collect rent and other charges from such assignee, subtenant or other occupant, and apply the net amount collected to Rental and other charges herein reserved, but no such assignment, sublease subletting, occupancy or transfer would not subject the Lessor collection shall be deemed to be a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits waiver of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph requirements of this Article XII15 or an acceptance of the assignee, Lessee may not assign subtenant or transfer its rights and obligations other occupant as subtenant under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into Sublease. The consent by Sublandlord to an assignment agreement or subletting shall not in form any way be construed to relieve Subtenant from obtaining consent to any further assignment or subletting. No assignment or subletting shall, in any way, release, relieve or modify the liability of Subtenant under this Sublease and substance reasonably satisfactory to the Lessor, (c) Subtenant shall be and remain liable under all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashionterms, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwiseconditions, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentscovenants hereof.

Assignment and Subleasing. During the Except as set forth in Sections 9.7 and 9.8 below, this Lease Termmay not be assigned, in whole on or in part, by the Lessee may assignwithout the consent of (i) the Issuer, sublease (ii) the holder of a Superior Security Document or transfer to any Person, Leasehold Mortgagee in its sole discretion at any timetime any Superior Security Document or Leasehold Security Deed is outstanding, and (iii) the Trustee or the owners of a majority in principal amount of the Bonds Outstanding, which consents of Issuer and Trustee shall not be unreasonably withheld, conditioned or delayed; provided, however, that this Lease may be assigned in whole or in partpart without such consents, its right(1) to any entity controlled, title or interest in, to controlling or under this Lease common control with the Lessee or to any portion successor to substantially all of the Leased Property without business of the Lessee or (2) in connection with any sale/leaseback or other arrangement entered into by the Lessee in connection with a financing transaction, only with the prior written consent of the Lessor so long as (v) any holder of a Superior Security Document and any Leasehold Mortgagee, in its sole discretion, at any time any Superior Security Document or Leasehold Mortgagee is outstanding. Any such assignment, sublease or transfer would not assignment is further subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFACfollowing conditions: (a) The Lessee shall, within thirty (w30) no Event of Default shall have occurred days after the delivery thereof, furnish or cause to be furnished to the Issuer and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject the Trustee a true and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies complete copy of each such assignment, sublease or transfer. No sublease will discharge or diminish together with any instrument of assumption executed by the assignee (which shall become the “Lessee” hereunder); (b) Upon such assignment and assumption, the Lessee that is the assignor shall not be relieved of any of the Lessee’s its obligations hereunder and covenants under this Lease and said Lessee and the Lessee assignee “Lessee” shall remain directly be jointly and primarily liable severally obligated hereunder, unless (i) all owners of the Bonds that are then Outstanding under the Indenture and the holder of a Superior Security Document and any Leasehold Mortgagee shall have consented in writing to such release, or (ii) if the Lessee is the owner of all Bonds and there is no holder of a Superior Security Document or Leasehold Mortgagee of the Project; and (c) If any required consents to a release of the Lessee is obtained or is not required, as provided in (b) above, then upon such assignment and assumption, the Lessee which is the assignor shall be relieved of all obligations and covenants under this Lease with respect to the Leased Property Project and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease Bonds and the rights assignee shall thereafter be obligated hereunder as the “Lessee” of the Lessor hereunderProject. The Project or any portion thereof may be subleased, shall expressly provide for in part, without the surrender consent of the Leased Property by the sublessee at the election Issuer or of the Lessor after an Event of DefaultTrustee, but no sublease shall provide that such provisions may be directly enforced by relieve the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s its obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentshereunder.

Assignment and Subleasing. During the Lease Term, the No Lessee may assign, sublease or transfer to assign any Person, at any time, in whole or in part, of its right, title or interest in, to or under this Lease Lease, except (i) to the Company or another Subsidiary of the Company and (ii) as set forth in the following sentence. Each Lessee may sublease all or any portion of the any Leased Property without the prior written consent Property, PROVIDED that (a) all obligations of the Lessor so long such Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no sublease had been made; (vb) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is shall be expressly subject and subordinate to this Lease, the Loan Agreement and the other Operative Documents; and (yc) each such sublease shall terminate on or before the Lease Termination Date. Each Lessee remains liable for all obligations under shall give the Syndication Agent and Lessor prompt written notice of any such assignment or sublease. Except pursuant to an Operative Document, this Lease after giving effect to shall not be mortgaged or pledged by any Lessee, nor shall any Lessee mortgage or pledge any interest in any Leased Property or any portion thereof. Any such assignment, sublease mortgage or transfer, and (z) pledge shall be void. Lessor retains all of may not assign its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option this Lease or the Purchase Option, no sublease may have a term that extends beyond Leased Properties except to the Base Term Expiration DateSyndication Agent in accordance with the Operative Documents and except in accordance with the Master Agreement. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease the event a Lien or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect other matter affecting title to the Leased Property arises and the Operative Documents to which it is a party. Each sublease permitted hereby matter with respect to which Lessor is entitled to make a claim under the terms of the title insurance policy covering the Leased Property, Lessor shall be made obligated to remove or discharge, or pay to the related Lessee, the amount incurred by such Lessee in removing and shall expressly provide in writing that it is subject discharging such matter to the extent (and subordinate only to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (aextent) on the effective date of any proceeds, damages or other amounts paid to Lessor under said title policy ("TITLE POLICY PROCEEDS"). In that connection, if such assignment and transfermatter is discovered, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings upon the related Lessee's reasonable request and at such Lessee's expense, will make such claims or institute such proceedings as are appropriate under the terms of such title policy to cause the title insurer thereunder to either remove such matter or pay any Title Policy Proceeds in respect of such matter. In the event Lessor is paid any Title Policy Proceeds as a result of such assignment and transfer claim or proceeding prior to the time that the related Lessee discharges such matter, Lessor shall apply the Title Policy Proceeds in the payment of amounts necessary to protect remove and discharge such matter to the rights extent of such proceeds. In the event that Lessor in is paid any Title Policy Proceeds after the Leased Property related Lessee discharges such matter, then Lessor agrees to reimburse such Lessee to the extent (and only to the other Operative Documents are made in a timely fashion, (dextent) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxesproceeds, (h) the damages or other amounts paid to Lessor shall have received as Title Policy Proceeds for any amounts paid by such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish remove or discharge any of the Lessee’s obligations under this Lease such matter, including, without limitation, expenses incurred by such Lessee in causing such matter to be removed or the other Operative Documentsdischarged.

Assignment and Subleasing. During the Lease Term(a) Except as expressly permitted hereby, the Lessee Company may assignnot assign this Lease, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without obtaining the prior written consent of the Lessor so long Issuer, and the Holder. Notwithstanding the foregoing, the Company may sublease all or any portion of the Project to an Affiliate and the Company may assign its interest in this Lease (i) to any Person resulting from a consolidation, merger or transfer of substantially all of the assets of the Company as provided in Section 8.3 of this Lease if, in either case, the requirements set forth in Section 8.3 pertaining to a "surviving, resulting or transferee Person" have been fulfilled, (vii) to an Affiliate of Company or (iii) to any transferee of the Bond. Any such assignment authorized in Section 8.3 hereof or above in this Section 9.1, or otherwise consented to by the Issuer, shall be subject to each of the following conditions: (1) No assignment (other than pursuant to Section 8.3 hereof in a transaction in which the Company ceases to exist) shall relieve the Company from primary liability for any of its obligations hereunder, and in the event of any such assignment, sublease or transfer would not subject the Lessor Company shall continue to a violation remain primarily liable for payment of laws or regulations applicable the rents specified in Section 5.3 hereof and for the payment, performance, and observance of the other obligations and agreements on its part herein provided to be performed and observed by it, unless the Issuer and the Holder of the Bond consent in writing to such release. (2) The assignee shall assume in writing the obligations of the Company hereunder to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits extent of the Cash Collateral and receives prior certification thereof from interest assigned or subleased. (3) The Company shall furnish or cause to be furnished to the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder Issuer and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance Holder assurances reasonably satisfactory to the Lessor, Issuer and the Holder that the Project will continue to be operated in compliance with the provisions hereof. (c4) all filings of or in respect of any No such assignment and transfer necessary or sublease (other than pursuant to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made Section 8.3 hereof in a timely fashiontransaction in which the Company ceases to exist) shall give rise to a novation. (5) The Company or such "surviving, (d) without limiting any provisions of this Article XIIresulting or transferee Person" shall, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than within thirty (30) days’ prior written notice days after the execution thereof, furnish or cause to be furnished to the Issuer a true and complete copy of each such assignment or transfersublease or documents of merger, such notice consolidation or sale of assets, as the case may be. The Issuer and the Holder shall have the right, at any time and from time to identify the time, to notify any assignee or transferee. No such assignment and transfer will diminish or discharge any sublessee of their rights of under this paragraph. (b) The provisions of subsection (a), above, shall apply to a sublease of the Lessee’s obligations under this Lease or entire Project. The Company may sublease a portion of the other Operative DocumentsProject, but shall continue to be obligated for compliance with the provisions hereof.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee (not including residential tenants at the Facility) will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (ci) all filings of or in respect of any such assignment and transfer necessary Transaction Counsel as to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, item (dv) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwiseabove, and (ii) of Independent Counsel as to items (i) such assignment and transfer will not), with respect to the Lessor(ii), violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.and

Assignment and Subleasing. During Tenant shall have the Lease Termright to sublet, the Lessee may assign, sublease transfer, reassign and grant concessions or transfer to any Person, at any time, licenses (a "Transfer") in whole or in part, its right, title or interest in, to or under this Lease all or any portion part of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred Premises and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its Tenant's rights and obligations under this Lease, without Landlord's consent. In the event of such a Transfer, Tenant shall remain liable for all of Tenant's obligations to Landlord arising hereunder so long as this Lease is not changed, modified or amended in any respect by Landlord and any transferee. Should Tenant wish to be relieved of its obligations hereunder upon a Transfer, Landlord's prior consent to a Transfer shall be required, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the other Operative Documents unless (a) on immediately preceding sentence, in the effective date of event any such assignment and transfer, no Event of Default exists, (b) the parties enter into assignee hereunder or assignee's guarantor subsequent to an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in has a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property net worth calculated in accordance with generally accepted accounting principles equal to or greater than the terms hereofnet worth of Advance Stores Company, (e) Incorporated, as of the Lessor shall have received opinions end of counsel with respect thereto and such other matters as the Lessor may reasonably requestfiscal year in which the Commencement Date of this Lease occurs, (f) Landlord's consent to such assignment shall not be necessary, and transfer will not result in a Material Adverse Effect, Tenant shall thereafter automatically (gand without any action by Landlord) such assignment and transfer will not result in the imposition be relieved of any unindemnified Taxes, (h) further obligations under this Lease. Landlord acknowledges and agrees that Landlord's conditioning of the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and granting of its consent upon obtaining (i) such assignment and transfer will not, with respect a material amendment or modification to the Lessorterms of this Lease or (ii) monetary compensation, violate shall be deemed unreasonable. In the use restrictions set forth event Tenant shall be reorganized, merged or consolidated with any other corporation, limited liability company or other business entity, or shall sell all or substantially all of its assets, any resulting or surviving corporation, limited liability company or other business entity, or any other person, which shall, as a result of such reorganization, merger, consolidation or sale, succeed to substantially all of the assets or the business of Tenant, and which shall assume all of the liabilities and obligations of Tenant under this Lease, shall automatically and without the necessity of further assignment or any other act become and be Tenant under this Lease in Article X hereof or Applicable Laws accordance with and providedsubject to all of the terms, further that, Lessee provisions and conditions hereof. Tenant shall provide to the Lessor not less than thirty (30) days’ prior written give Landlord notice of such assignment or transferany Transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any include a copy of the Lessee’s obligations under this Lease original instrument evidencing such Transfer; provided, however, that Tenant's failure to provide such notice shall not be an "Event of Default" (as hereinafter defined) by Tenant hereunder or give Landlord the other Operative Documentsright to exercise any right or remedy against Tenant hereunder.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not be unreasonably withheld or conditioned. In making a determination to grant or withhold such consent, Landlord shall be entitled to consider the Lessor creditworthiness of the proposed assignee or sublessee, the nature of the use of the Demised Premises contemplated by the proposed assignee or sublessee (to the extent such use amends or alters the Permitted Use then in effect) and whether or not the proposed use will materially increase wear and tear on the Demised Premises. Landlord shall never be required to consent to any proposed use involving heavy manufacturing or chemical processing. In addition, if the intended use by the proposed assignee or sublessee involves in any way different amounts or types of Hazardous Substances than the Hazardous Substances then being used or stored by Tenant at the Demised Premises, in accordance with Section 17 of this Lease, at the time of the proposed assignment or sublease, which different or additional Hazardous Substances create, in the reasonable judgment of Landlord a materially increased risk of Contamination at the Demised Premises, Landlord shall be unconditionally entitled to withhold consent of the proposed assignment or sublease in its absolute discretion. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its liability hereunder; provided, however, that Landlord will allow Tenant to collect all amounts payable by any permitted assignee or sublessee so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have has occurred and be continuing or, after giving effect to is continuing. No such assignment, sublease subletting, occupancy or transfercollection shall be deemed the acceptance of the assignee, would existtenant or occupant, (x) any such sublease is expressly subject and subordinate to this Leaseas Tenant, (y) Lessee remains liable for all or a release of Tenant from the further performance by Tenant of Tenant's obligations under this Lease after giving effect to any such assignmentLease. (b) Notwithstanding subsections (a), sublease (c), (d), (e) or transfer, and (zg) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIISection 30, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, provided that no Event of Default existshas occurred and is then continuing, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor Tenant shall have received opinions the right, without the consent of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than Landlord but upon thirty (30) days’ days prior written notice of such assignment or transferto Landlord, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.(i) to

Assignment and Subleasing. During (a) Tenant shall not, without Landlord's prior written consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Lease or any interest thereunder; (ii) allow any transfer thereof or any lien upon Tenant's interest by operation of law; (iii) sublease the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any portion thereof by any party other than Tenant; and any attempt to consummate any of the foregoing without Landlord's consent shall be void. Landlord hereby agrees that, subject to the terms and conditions of this Section 2.5, Landlord will not unreasonably withhold, condition or delay its consent to an assignment or sublease to any assignee or subtenant who is acceptable to Tenant (it being agreed, however, that if the holder of any mortgage, deed to secure debt or other similar security instrument withholds, conditions or delays its consent to a proposed assignment or sublease pursuant to a right to do so under such mortgage, deed to secure debt or other security instrument, then Landlord shall be deemed reasonable in withholding, conditioning or delaying Landlord's consent thereto). Contract employees or others performing services directly for Tenant shall not be deemed sublessees, assignees, or otherwise be subject to the provisions of this Section 2.5. (b) Notwithstanding anything herein to the contrary, if at any time or from time to time during the Lease Term, Tenant desires to sublease all or a portion of the Lessee may assignPremises or assign the Lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section 2.5 as the "Notice") of such desire, which notice shall contain (1) the name and address of the proposed subtenant or assignee and its form of organization, (2) the nature of the proposed subtenant's or assignee's business to be conducted in the Premises, (3) the terms and conditions of the proposed sublease or transfer assignment, and (4) financial statements for the three most recent completed fiscal years of the proposed subtenant or assignee and. such other financial information as Landlord shall request, including a bank reference, together with a request that Landlord approve such assignment or subletting. Landlord shall then have the options: (i) to any Person, sublease from Tenant such space (hereinafter referred to as "Subject Space") at any time, in whole or in part, its right, title or interest in, the same Base Rental and Additional Rental as Tenant is required to or pay to Landlord under this Lease or any portion of for the Leased Property without the prior written consent of the Lessor so long as same space; (vii) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under terminate this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the this Lease with respect to the Leased Property and Subject Space only; or (iii) to review such proposed assignment or sublease for approval or disapproval. The option to sublease, to terminate, or to review, as the Operative Documents to which it is a party. Each sublease permitted hereby case may be, shall be made and shall expressly provide exercisable by Landlord in writing that it is subject within a period of thirty (30) days after receipt of the Notice; and subordinate if Landlord fails to otherwise notify Tenant, Landlord shall be deemed to have elected to review such proposed assignment or sublease for approval or disapproval pursuant to Section 2.5(e). (c) If Landlord elects to terminate this Lease and the rights of Subject Space constitutes the Lessor hereunderentire Premises, then this Lease shall expressly provide for terminate on the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions date set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIILandlord's notice to Tenant, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, which termination shall be no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less earlier than thirty (30) days’ prior written notice and no later than ninety (90) days after the date of such notice. If the Subject Space does not constitute the entire Premises and Landlord so exercises its option to terminate this Lease with respect to the Subject Space, then this Lease shall remain in full force and effect except that the Base Rental, Rental Adjustment and Tenant's Percentage Share shall be reduced to conform to the reduced Rentable Area of the Premises. (d) In the event Landlord exercises the option to sublease the Subject Space, the term of the subleasing from Tenant to Landlord shall be the term set forth in the Notice (which shall not be longer than the then current Lease Term unless Landlord expressly agrees in writing that any extension or renewal option contained in this Lease will apply to such Subject Space) and shall be on such terms and conditions as are contained in this Lease to the extent applicable, except that Landlord shall have the right further to sublease or assign the sublease of Subject Space. (e) If Landlord fails to exercise either its option to sublease or its option to terminate within the aforesaid thirty-day period but elects to review the proposed assignment or transfersublease for approval or disapproval, Tenant shall submit to Landlord within twenty (20) days after said period a copy of the proposed assignment or sublease and such notice to identify additional information concerning the proposed assignee or transfereesublessee as may be requested by Landlord for Landlord's review. No such assignment and transfer will diminish or discharge any Within thirty-five (35) days subsequent to Landlord's receipt of the Lessee’s proposed assignment or sublease and such requested additional information, Landlord, in its reasonable discretion, shall approve or disapprove in writing the proposed assignment or sublease and the proposed assignee or subtenant, subject, however, to all of the following conditions: (i) The sublease or assignment shall be on the same terms and conditions set forth in the notice given to Landlord. (ii) The proposed assignee or sublessee shall engage in a business in the Premises which is consistent with the then standards of the Building, compatible with use of the Building by other occupants thereof, and is permitted by the provisions of Section 5.1 hereof, and the use of the Premises or any portion thereof by such subtenant or assignee will not, in Landlord's estimation, increase the scope or quantity of services or utilities then being furnished to Tenant as of the proposed date of assignment or subletting. (iii) The proposed assignee or sublessee is of good repute and of sufficient financial worth to perform its obligations under this Lease or under the sublease, as applicable, and Tenant shall have provided Landlord with proof thereof. (iv) No subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Base Rental, Additional Rental and other Operative Documentscharges hereunder and to perform all other obligations to be performed by Tenant under this Lease. (v) All rental rates to be charged to any such sublessee under any sublease entered into prior to December 31, 2001 shall not be less than the current market rates for similar space leased for a similar term in the Building or buildings of similar quality and grade in the Xxxxxxx, Xxxxxxx, Xxxxxxx market area, and no sublessee shall have any right to assign this Lease or further sublet the Premises. (f) Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect to the Premises, no assignee or sublessee, other than an assignee or sublessee who is an "affiliate" of Tenant as provided in Section 2.5(m), may exercise any expansion option, preemptive right or so-called right of first refusal to lease, or term renewal or extension option under this Lease except in accordance with a separate written agreement entered into directly between such assignee or sublessee and Landlord. Subsequent to an approved assignment or sublease, the original Tenant shall have no right to exercise on behalf of the assignee or sublessee (as to the space assigned or subleased) any expansion option, preemptive right or so-called right of first refusal to lease or term renewal or extension option. (g) Tenant agrees to pay to Landlord, as additional rental on demand, actual, reasonable costs incurred by Landlord (including, without limitation, any administrative fee charged to Landlord by Landlord's management company for the Building) (i) in connection with any request by Tenant for Landlord to consent to any assignment or subleasing by Tenant, and (ii) in providing any services or materials to any assignee or sublessee of Tenant. (h) Any transfer or series of transfers resulting in a change in the controlling interest in Tenant (whether Tenant is a corporation, partnership, trust or other entity), whether voluntarily, by operation of law, or otherwise, shall be deemed an assignment of this Lease within the meaning of this Section 2.5, except that Tenant may merge or consolidate with EarthLink Network, Inc., and the entity surviving such transaction shall be deemed a permitted assignee under this Lease. (i) In the case of an assignment or subletting, fifty percent (50%) of any sums or other economic consideration (for example, but not by way of limitation, increased rental, forgiveness of an obligation, or services given at no cost or at reduced cost) received by Tenant or its agents as a result of such assignment or subletting, whether denominated as consideration for the assignment, as rental under the sublease or otherwise, which exceed, in the aggregate, the sum of (x) the total sums which Tenant is obligated to pay Landlord under this Lease either (i) for the Premises, if the entire Premises is assigned or sublet, or (ii) pro rata on a square foot basis for that portion of the Premises assigned or sublet, if less than the entire Premises is assigned or sublet, plus (y) the amortized portion of market standard brokerage commissions, market standard tenant improvement allowances, market standard moving allowances and reasonable legal fees, if any, actually incurred by Tenant in consummating such sublease (such amortization to be on a straight-line basis over the remaining portion of the Lease Term after the rent commencement date under such assignment or sublease) shall be payable to Landlord as additional rental under this Lease without affecting or reducing any rental or other obligation of Tenant under this Lease. (j) If. as provided herein, this Lease is assigned or the Premises or any part thereof is subleased or occupied by any party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rental and Additional Rental herein reserved, but no such assignment, subleasing, occupancy or collection shall be deemed (i) a waiver of any of Tenant's covenants contained in this Lease, (ii) the acceptance by Landlord of the assignee, subtenant or occupant as Tenant, or (iii) the release of Tenant from further performance by Tenant of its covenants under this Lease. (k) No assignment of or sublease under this Lease shall release Tenant from, or serve as a defense against, Tenant's primary liability under this Lease. Furthermore, Landlord's approval of or consent to an assignment or sublease transaction shall not affect Landlord's rights under this Section 2.5 as to any subsequent proposed assignment or sublease. (l) Tenant covenants and agrees to deliver to Landlord one (1) fully executed counterpart of the instruments and documents (including amendments thereto) evidencing any approved assignment or subleasing effected pursuant to this Lease. Such delivery shall be made promptly following the execution of any such instrument or document. (m) Notwithstanding anything to contrary in this Section 2.5, Tenant shall have the right to assign this Lease or sublet the Premises to any firm, person, corporation, partnership or other entity which (i) controls, is controlled by or is under common control with Tenant or (ii) if Tenant (or, if Tenant is a wholly-owned subsidiary, Tenant's parent company) is a public company, is deemed an "affiliate" of Tenant in accordance with the promulgated definition of such term under the rules and regulations of the Federal Securities and Exchange Commission, or its successor agency, provided in each of the foregoing instances (x) Tenant shall give notice to Landlord of the proposed assignment or subletting and, together with such notice, any financial information with respect to Tenant's affiliate, as Landlord may reasonably request, at least thirty (30) days in advance of the consummation thereof, and (y) Tenant shall not be released from liability under this Lease, which shall remain primary. The term "control," as used in the immediately preceding sentence and in Section 2.5(m), means, with respect to a corporation, the right to the exercise, directly or indirectly, of more than 50% of the voting rights attributable to the shares of the controlled corporation, and, with respect to any person or entity that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled person or entity. As used in this Lease, an "affiliate" of Tenant shall be deemed an entity described in this Section 2.5(m).

Assignment and Subleasing. During the Lease Term, the Lessee may not sublease, assign, sublease mortgage, transfer or transfer pledge to any PersonPerson (including any Affiliate), at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor Lessor, which may be granted or withheld in its sole and absolute discretion. Notwithstanding the foregoing, the Lessee will have the right at any time during the Lease Term, with the prior written consent of the Participants, such consent not to be unreasonably withheld or delayed, so long as (v) any such assignment, sublease no Material Default or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfersublease, would existoccur, to sublease all or any part of the Leased Property to any Person, provided that it would be reasonable to withhold such consent if, among other things, (xi) such sublease would be made to any Person which would subject any Participant to a violation of Applicable Laws applicable to such Participant including, without limitation, those promulgated by OFAC, (ii) such sublease is not made expressly subject and subordinate to this the Lease, (yiii) the Lessee remains fails to remain primarily liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, hereunder and (ziv) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends would extend beyond the Base Term Lease Expiration Date. In all cases, The Lessee will promptly provide shall give the Lessor and the Administrative Agent prompt written notice of any such sublease which notice shall include copies of each such assignment, sublease or transfersublease. No sublease hereunder will discharge or diminish any of the Lessee’s obligations hereunder or any of the Lessee’s obligations hereunder or under the other Operative Documents and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor or the Administrative Agent, and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.X

Assignment and Subleasing. During the (a) Except an assignment in connection with a Permitted Sale Transaction (which shall be permitted without Lessor prior written consent), Lessee shall not assign this Lease Term, the Lessee may assign, sublease or transfer without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to any Personassignment that requires its consent, at any timeprovided that, in whole or in part, its right, title or interest in, to or under this Lease or any portion that no Event of the Leased Property without the prior written consent of the Lessor Default then exists and so long as (v) immediately following any such assignment, sublease or transfer would not subject Lessor has reasonably determined that (x) the Lessor to a violation of laws or regulations assignee shall be in pro forma compliance with the covenant applicable to the Lessor including those promulgated by OFACCombined Lessees set forth in Section 16.1(k), (w) no Event of Default shall have occurred to the extent then applicable, and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for a Person than owns 51% or more of the direct or indirect Equity Interests of the assignee shall be in pro forma compliance with the covenants applicable to Adeptus set forth in Section 16.1(l) (which compliance shall be measured to include such Person’s subsidiaries, as applicable), and provided further that (i) the assignee shall assume in writing and agree to keep and perform all obligations under of the terms of this Lease after giving effect on the part of Lessee to any be kept and performed; (ii) an original counterpart of each such assignmentassignment and assumption, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the duly executed by Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement assignee in form and substance reasonably satisfactory to the Lessor, shall be delivered promptly to Lessor; and (ciii) Lessor shall have received the necessary Credit Enhancements from such assignee comparable to that existing prior to such assignment. If the foregoing conditions are satisfied, then Lessee shall be released from all filings liabilities and obligations accruing under this Lease from and after such assignment. Notwithstanding anything contained in this Lease to the contrary, any assignment must be of or all of Lessee's right, title and interest in respect of any such assignment and transfer necessary to protect the rights of the Lessor in this Lease and the Leased Property and such that this Lease is not severed with respect to any one or more of the other Operative Documents are made in a timely fashion, Facilities. (db) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance Lessee may sublease one or more portions of the Leased Property in accordance from time to time provided that (i) the Tenant Lease and the Tenant shall comply with the terms hereofprovisions of Section 22.2, (eii) the Lessor shall have received opinions an original counterpart of counsel with respect thereto each such Tenant Lease, duly executed by Lessee and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor Tenant shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request be delivered promptly to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwiseLessor, and (iiii) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to remain primarily liable, as principal rather than as surety, for the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any prompt payment of the Lessee’s obligations Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under this Lease or all of the other Operative Documentsdocuments executed in connection herewith.

Assignment and Subleasing. During the Lease Term(a) Lessor may, the Lessee may assignwithout Lessee's consent, sublease assign or otherwise transfer to all or any Person, at any time, in whole or in part, portion of its right, title or and interest in, to or under this Multiple Site Lease (and all or any portion of its right, title and interest in each individual Lease created under the Leased Property Multiple Site Lease) including, without limitation, the prior written consent right to receive the Initial Attachment Fee(s), Base Rent(s) (as adjusted) and all other amounts payable hereunder . In the event of such assignment or other transfer, the payment and other rights of the Lessor so long as (v) any such assignment, sublease assignee or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease transferee with respect to the Leased Property Multiple Site Lease, and the Operative Documents Leases so assigned or otherwise transferred shall not be subject to any claim, defense, set-off, counterclaim or right of recoupment which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the have against Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the . Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the give Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, and thereafter Lessee shall pay all amounts due hereunder, without deduction, as such notice to identify the assignee or transfereeother transferee may direct in writing. No Following any such assignment or transfer, the term "Lessor" shall be deemed to refer to Lessor's assignee or other transferee, Lessor shall be released from its obligations and duties of such assignment or other transfer, and Lessee shall look only to such assignee or other transferee for performance thereof. In connection with any financing, Lessor or its assignee or other transferee may pledge, hypothecate, grant a mortgage on, or a security interest in, this Multiple Site Lease or any individual Lease. (b) Lessee shall not sublet any Premises in whole or in part. Lessee shall not assign or transfer will diminish this Multiple Site Lease or discharge any Lease or Addendum or any interest therein, without the prior written consent of Lessor which shall not be unreasonably withheld, delayed or conditioned, and a consent to an assignment shall not be deemed to be a consent to any subsequent assignment. Notwithstanding the foregoing, Lessor's consent shall not be required for Lessee to assign this Multiple Site Lease or any Lease or any Addendum to any parent, subsidiary or wholly-owned subsidiary of parent or to any affiliate of Lessee in which Lessee has a greater than fifty percent (50%) ownership interest or to any entity which succeeds to substantially all of the assets, stock or business of Lessee by sale, merger or consolidation provided that, in cases, Lessee’s 's assignee shall assume all of Lessee's obligations under this the Multiple Site Lease, any Lease or the other Operative Documentsany Addendum, as applicable.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I. (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions of counsel, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, as to items (i), (ii), (iv) and (v) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the Lease TermTenant shall not assign this lease, the Lessee may assign, sublease or transfer -' allow it to any Person, at any timebe assigned, in whole or in part, its rightby operation of law or otherwise (including without limitation by transfer of a majority interest of stock, title merger, or interest indissolution) or mortgage or pledge the same, to or under this Lease sublet the Premises or any portion of the Leased Property part thereof, without the prior written consent of the Lessor so long as (v) Landlord, and in no event shall any such assignmentassignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. If Tenant desires to assign or sublet all or any part of the Premises, sublease it shall so notify Landlord at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or transfer would not subject sublease. Tenant shall provide Landlord with a copy of the Lessor proposed assignment or sublease, and such information as Landlord might request concerning the proposed assigned or sublessee to a violation of laws or regulations applicable allow Landlord to make informed judgments as to the Lessor including those promulgated by OFACfinancial condition, (wreputation operations, and general desirability of the proposed sublesees(s) no Event of Default or assignee(s). After such information has been received Landlord shall have occurred the option to: A. Cancel the Lease as to the Premises or portion thereof proposed to be assigned or sublet; or B. Consent to the proposed assignment or sublease, in which event, however, is the rent due and be continuing or, after giving effect to payable by any assignee or sublessee under such assignment, permitted assignment or sublease (or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits a combination of the Cash Collateral and receives prior certification thereof from rent payable under such assignment or sublease plus any bonus or any other consideration therefore or any payment incident thereto) exceeds the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable Rent payable under the Lease with respect for such space, Tenant shall pay to Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant: or C. Refuse its consent to the Leased Property and the Operative Documents proposed assignment or sublease, which option shall always be deemed to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents elected unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior Landlord gives Tenant written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsotherwise.

Assignment and Subleasing. During (a) Tenant has the right to assign or otherwise transfer this Lease Term, without the Lessee may assign, sublease or transfer consent of Landlord to any Personperson or business entity which (i) holds a currently valid FCC license to provide to the public from the Premises what are commonly known as cellular telephone services complying with IEEE 802.16, (ii) is a parent, subsidiary or affiliate of Tenant, is merged or consolidated with Tenant or purchases more than fifty percent (50%) of either an ownership interest in Tenant or the assets of Tenant in the "Metropolitan Trading Area" or "Basic Trading Area" (as those terms are defined by the FCC) in which the Premises is located, and (iii) which has a credit rating from one of the three largest national credit rating agencies greater than or equal to that of Tenant at any timethe time of the assignment. Upon notice to Landlord of such assignment, in whole or in part, its right, title or interest in, Tenant is relieved of all liabilities and obligations hereunder and Landlord must look solely to or the assignee for performance under this Lease and all obligations hereunder; provided assignee accepts this Lease in full, without amendments or changes thereto, steps into the shoes of Tenant, including being responsible and liable for events or defaults which occurred prior to the assignment, and cures any portion of the Leased Property without outstanding defaults. (b) Any other assignment not undertaken under Section 15(a) requires the prior written consent of Landlord, not to be unreasonably withheld, delayed or conditioned. Tenant must provide the Lessor so long as (v) any such name and contact information of the entity to which the assignment was made. Upon written consent by Landlord to the assignment, sublease or transfer would not subject the Lessor to a violation Tenant is relieved of laws or regulations applicable all liabilities and obligations hereunder and Landlord must look solely to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable assignee for all obligations performance under this Lease after giving effect and all obligations hereunder; provided assignee accepts this Lease in full, without amendments or changes thereto, steps into the shoes of Tenant, including being responsible and liable for events or defaults which occurred prior to any such the assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits cures any outstanding defaults. Landlord may still hold Tenant liable under this Lease if the assignment is to an assignee which has a credit rating from one of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term largest three national credit rating agencies lower than that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and Tenant at the Lessee shall remain directly and primarily liable under the Lease with respect time of assignment. (c) Additionally, Tenant may, upon notice to the Leased Property and the Operative Documents to which it is Landlord, mortgage or grant a party. Each sublease permitted hereby shall be made and shall expressly provide security interest in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderElectronic Equipment and Antennas, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions and may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless Electronic Equipment and Antennas, to any bona fide mortgagees or holders of security interests, including their successors or assigns (a) on collectively "Mortgagees"), provided such Mortgagees agree to be bound by the effective date of any such assignment terms and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease. In such event, any Landlord must execute such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters consent to leasehold financing as the Lessor may reasonably request, (f) such assignment be required by Mortgagees. Landlord agrees to notify Tenant and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition Tenant’s Mortgagees simultaneously of any unindemnified Taxesdefault by Tenant and to give Mortgagees the same right to cure any default as Tenant or to remove any property of Tenant or Mortgagees located on the Premises, (h) except that the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor cure period for any Mortgagees must not be less than thirty (30) days’ prior written notice days after receipt of the default notice, as provided in Section 9 of this Lease. All such assignment or transfer, notices to Mortgagees shall be sent to Mortgagees at the address specified by Tenant. Failure by Landlord to give Mortgagees such notice must not diminish Landlord's rights against Tenant, but must preserve all rights of Mortgagees to identify cure any default and to remove any property of Tenant or Mortgagees located on the assignee Premises as provided in Section 17 of this Lease. (d) Any person or transferee. No such assignment and transfer will diminish or discharge any entity to which this Lease is assigned pursuant to the provisions of the Lessee’s Bankruptcy Code, 11 USC Sections 101, et seq., is deemed without further act to have assumed all of the obligations of Tenant arising under this Lease both before and after the date of such assignment. Any such assignee must upon demand execute and deliver to Landlord an instrument confirming such assumption. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment is paid to Landlord, is the exclusive property of Landlord, and must not constitute property of the Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any monies or other Operative Documentsconsiderations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord is held in trust for the benefit of Landlord and be promptly paid to Landlord. (e) Landlord may assign or transfer this lease, and, upon written notice to Tenant of such assignment, is relieved of all liabilities and obligations hereunder provided that such assignee or transferee agrees in writing to fulfill the duties and obligations of the Landlord in said Lease Agreement, including the obligation to respect Tenant’s rights to non-disturbance and quiet enjoyment of the Premises during the remainder of the Term hereof.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease shall not assign or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease nor sublet all or any portion of the Leased Property Premises without the prior written consent of Lessor, which shall not be unreasonably withheld. If Lessee seeks to sublet or assign all or any portion of the Lessor so long as (v) any such assignmentPremises, a copy of the proposed sublease or transfer would not subject the assignment agreement and all agreements collateral thereto, shall be delivered to Lessor to a violation of laws or regulations applicable at least thirty (30) days prior to the commencement of the sublease or assignment (the "Proposed Effective Date"). In the event of an assignment or in the event of a sublease where the sublease (1) by itself or taken together with prior or other sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and the right, to be continuing orexercised by giving written notice to Lessee, after giving effect to such assignment, recapture the space described in the sublease or transferthe entire Premises in the event of an assignment. If such recapture notice is given, would exist, (x) any such sublease is expressly subject and subordinate it shall serve to terminate this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property proposed sublease space, or, if the proposed sublease space covers all the Premises or in the event of an assignment, it shall serve to terminate the entire Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet originally demised and the Operative Documents to which it is a partythis Lease as so amended shall continue thereafter in full force and effect. Each sublease permitted hereby assignee or sublessee shall assume and be made and shall expressly provide in writing that it is subject and subordinate deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the rights due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the term of this Lease. In the event of any sublease or assignment of all or any portion of the Premises where the Rent reserved in the sublease or assignment exceeds the Rent or pro rata portion of the Rent, as the case may be, for such space reserved in the Lease, Lessee shall pay Lessor monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, shall expressly provide for the surrender one-half (1/2) of the Leased Property by the sublessee at the election excess of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by Rent reserved in the Lessor and shall provide that such sublessee expressly agrees sublease over the Rent reserved in this Lease applicable to comply with the use restrictions set forth in Article X hereofsublease space. Notwithstanding the first paragraph provisions of this Article XIIXxxxxxxxx 00, Lessee Xxxxxx may not assign or transfer its rights and obligations under this Lease or sublet the Premises or any portion thereof, without Lessor's consent and without extending the other Operative Documents unless recapture option of Lessor contained in this Paragraph 14, to any corporation or partnership which controls, is controlled by, or is under common control with Lessee, or to any corporation resulting from a merger or consolidation with Lessee or to any entity which purchases substantially all of Lessee's assets provided such entity has at the time of the assignment a net worth at least equal to the net worth of Lessee as of the Commencement Date. Lessee shall give Lessor not less than ten (a10) on the effective date business days' prior written notice of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During (a) Except as and to the Lease Termextent provided in this Section 13, the Lessee may assignTenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (i) assign or otherwise transfer this sublease or transfer the term and estate hereby granted, (ii) sublet the Sublet Space or any part thereof, or allow the same to be used, occupied or utilized by anyone other than Tenant and a related company (as such term is defined in the Lease), or (iii) mortgage, pledge, encumber or otherwise hypothecate this sublease or the Sublet Space or any Personpart thereof in any manner whatsoever. (b) Provided that Tenant is not in default beyond any applicable grace or cure period under any of the terms, at any timecovenants and conditions of this sublease, in whole or in part, its right, title or interest in, Tenant shall have the right to or under this Lease or further sublet any portion of the Leased Property without Sublet Space or to assign its interest in this sublease, subject to all of the following terms and conditions: i. Tenant shall have complied with the applicable provisions of the Lease incorporated herein by reference and shall obtain, prior to the effective date of the proposed sublease or assignment, the consent of Prime Lessor to such sublease or assignment, if required under the terms of the Lease and Landlord shall not have elected to recapture such portion of the Sublet Space; ii. Tenant shall obtain the prior written consent of Landlord to the Lessor so long as (v) any such proposed sublease or assignment, which consent shall not be unreasonably withheld or delayed by Landlord, provided the following conditions are satisfied: (1) Tenant shall have complied with, and be bound by, all sections of Article 8 of the Lease which are incorporated herein by reference pursuant to Section 7 of this sublease or transfer would not subject the Lessor (it being understood, in each case, that any reference to a violation "subtenant" or "assignee" in those incorporated sections of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits Article 8 of the Cash Collateral and receives prior certification thereof from Lease shall be deemed to refer to Tenant's proposed subtenant or assignee); and (2) the Lessee and proposed tenant shall not be an "Excluded Person" (as such other evidence thereof as term is defined below); and (3) there shall not be in the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option aggregate more than two (2) tenants or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any occupants (including Tenant) of the Lessee’s obligations hereunder and Sublet Space. iii. For the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights purposes of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, subparagraph (b) above, the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer term "Excluded Person" shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and mean: (i) such assignment and transfer will nota person whose then principal business is the sale or issuance of insurance or reinsurance policies, with respect to treaties or agreements; or (ii) any federal, state or local government entity, agency or instrumentality, school or employment agency or other person prohibited by the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.Lease; and

Assignment and Subleasing. During Lessee may not assign this Lease except that Lessee may assign this Lease to a Person that is wholly owned, directly or indirectly, by Guarantor if (i) no Lease Event of Default shall have occurred or be continuing, (ii) Lessee shall cause such assignee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such assignment and such assignee’s agreement to be bound by the terms of the Lease Termand the other Operative Documents, and (iii) Lessee shall cause Guarantor to execute and deliver its written reaffirmation of the Guaranty and such other instruments as may be reasonably requested by Lessor to evidence Guarantor’s continuing liability under the Guaranty with respect to the Leased Property and Lease thereof. Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease all or any portion of the Leased Property without the prior written consent of the Lessor so long as Property, provided that (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (wa) no Lease Event of Default shall have occurred or be continuing; (b) Lessee shall remain primarily liable for all obligations hereunder and be continuing orunder the other Operative Documents and all obligations of Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, after giving effect to such assignment, as though no sublease or transfer, would exist, had been made; (xc) any such sublease is shall be expressly subject and subordinate to this Lease, ; (yd) each such sublease shall terminate by its terms on or before the Scheduled Termination Date; (e) Lessee remains liable for all obligations under this Lease after giving effect to shall cause any such assignment, sublessee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such sublease or transfer, arrangement; (f) the Guaranty shall remain in full force and effect as though no sublease had been made; and (zg) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies terms of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and negotiated in good faith by Lessee on an arm’s length basis. This Lease shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereundernot be mortgaged or pledged by Lessee, nor shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign mortgage or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of pledge any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor interest in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting or any provisions of this Article XII, any portion thereof. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During the Lease Term, the The Lessee may assign, not sublease or transfer to any Person, at any time, the Property in whole or in part, its right, title part or interest in, assign this Agreement to or under this Lease or any portion of the Leased Property a third party without the prior previous written consent of Lessor, which consent shall not be unreasonably withheld. At such time that Lessee and Lessor agree to sublease the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor Property to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all casesthird party, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of still be held responsible for the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect Sublessee's adherence to the Leased Property terms and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to conditions of this Lease and to the rights terms and conditions of any subsequent Sublease Agreement. ARTICLE FIFTEEN INSURANCE --------- (a) During the term of this Agreement and any extensions thereof, the Lessor shall contract for and maintain blanket insurance to cover the Property against any loss or damage by fire, lightning, explosion, hurricane, hail, airplanes, vehicles, smoke, earthquake and/or volcanic eruption, strikes, riots, vandalism, malfunction by boiler or compressor, explosion of a high pressure boiler or compressor, and any other risk now or hereafter customarily covered and reasonably available by extended coverage insurance, including glass insurance, in amounts sufficient to prevent the Lessor or the Lessee from becoming a coinsurer under the terms of the Lessor hereunderapplicable policies, shall expressly provide but in any event in an amount not less than one hundred percent (100%) of the then full insurable value (replacement value), which for the surrender purposes of this Article shall be deemed to be the cost of replacing the Property less the cost of excavation and foundations of the Leased Property Property. Such "full insurable value" shall be determined from time to time, but not more frequently than once every twelve (12) months, by the sublessee at the election mutual agreement of the Lessor after parties, and in lieu thereof, by means of an Event appraisal to be performed by one of Default, shall provide that such provisions may be directly enforced the three certified appraisers designated by the Lessor and accepted by the Lessee, which appraisal shall provide that such sublessee expressly agrees to comply with be paid for by the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, Lessor. (b) Lessee's pro-rata share of the parties enter into an assignment agreement in form and substance reasonably satisfactory cost of this insurance shall be billed to the Lessor, Lessee by Lessor on a monthly basis. (c) Lessee shall, at Lessee's cost, be required to maintain its own liability insurance to cover Lessee's equipment and personnel, and the equipment and personnel of other occupants of the building, against any loss or damage caused by Lessee or Lessee's equipment or personnel. Such policy shall name Lessor as additional insured and shall be maintained through an insurance company in good standing and acceptable to Lessor. ARTICLE SIXTEEN INDEMNITY --------- Lessee shall indemnify, defend, save and hold Lessor harmless from and against all filings of or in respect losses, demands, claims, payments, suits, actions, recoveries and judgments of any such assignment nature and transfer necessary to protect type brought by any third party against Lessor by reason of any negligence or acts or omissions of Lessee, its agents or employees, during the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions term of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Agreement. Lessor shall have received opinions of counsel with respect thereto indemnify, defend, save and such other matters as the Lessor may reasonably requesthold Lessee harmless from and against all losses, (f) such assignment demands, claims, payments, suits, actions, recoveries and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition judgments of any unindemnified Taxes, (h) the Lessor shall have received such other documents nature and instruments and the type brought by any third party against Lessee shall take such further by reason of any negligence or acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the of omissions of Lessor, violate its agents or employees, during the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice term of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsAgreement.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand, title except with regard to any sublease to residential tenants or interest in, to or under this Lease or any portion licensees for which prior written consent of the Leased Property Agency shall not be required, the, the Facility may not be subleased, in whole or in part, without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Agency Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the (a) Subject to Sections 12.3 and 12.6 , this Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Phase 2B Facility may not be subleased to any commercial tenant, title in whole or interest inin part (including successive generation commercial subleases) or used or occupied, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Subject to Section 12.3, any assignment or commercial sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or commercial sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or commercial sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of this Lease Agreement shall be adversely affected thereby; (v) any the Phase 2B Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Phase 2B Facility to a be used in violation of laws or regulations applicable Section 862(2)(a) of the Act; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or commercial sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, no assignment or commercial sublease shall cause the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include Phase 2B Facility to be occupied by an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not assignee or commercial sublessee whose occupancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed assignee or commercial sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such assignee or commercial sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect occupation of the Phase 2B Facility is reasonably necessary to discourage the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the proposed assignee or transferee. No sublessee from removing such assignment and transfer will diminish other plant or discharge any facility to a location outside the State, or (ii) that such occupation of the Lessee’s obligations under this Lease Phase 2B Facility is reasonably necessary to preserve the competitive position of the proposed assignee or the other Operative Documentssublessee in its respective industry.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease shall not assign or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease nor sublet all or any portion of the Leased Property Premises without the prior written consent of Lessor, which shall not be unreasonably withheld. If Lessee seeks to sublet or assign all or any portion of the Lessor so long as (v) any such assignmentPremises, a copy of the proposed sublease or transfer would not subject the assignment agreement and all agreements collateral thereto, shall be delivered to Lessor to a violation of laws or regulations applicable at least thirty (30) days prior to the commencement of the sublease or assignment (the "Proposed Effective Date"). In the event of an assignment or in the event of a sublease where the sublease (1) by itself or taken together with prior or other sublease(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases is greater than fifty percent (50%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and the right, to be continuing orexercised by giving written notice to Lessee, after giving effect to such assignment, recapture the space described in the sublease or transferthe entire Premises in the event of an assignment. If such recapture notice is given, would exist, (x) any such sublease is expressly subject and subordinate it shall serve to terminate this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property proposed sublease space, or, if the proposed sublease space covers all the Premises or in the event of an assignment, it shall serve to terminate the entire Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet originally demised and the Operative Documents to which it is a partythis Lease as so amended shall continue thereafter in full force and effect. Each sublease permitted hereby assignee or sublessee shall assume and be made and shall expressly provide in writing that it is subject and subordinate deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the rights due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee's part to be performed or complied with, for the term of this Lease. In the event of any sublease or assignment of all or any portion of the Lessor hereunder, shall expressly provide for Premises where the surrender Rent reserved in the sublease or assignment exceeds the Rent or pro rata portion of the Leased Property by Rent, as the sublessee at the election of the Lessor after an Event of Defaultcase may be, shall provide that for such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor space reserved in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatLease, Lessee shall provide pay Lessor monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, one-half (1/2) of the excess of the Rent reserved in the sublease over the Rent reserved in this Lease applicable to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease space.

Assignment and Subleasing. During the Lease Term, the Lessee may is expressly permitted to assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or rights under this Lease to entities controlling, controlled by or under common control with Lessee, as part of a sale of all or substantially all of its assets, or to its lender in connection with financing. Upon such assignment, Lessee shall be relieved of all liabilities and obligations under this Lease. Any transfer of this Lease by merger, consolidation or liquidation or any portion change in the ownership of, or power to vote, the majority of its outstanding voting stock shall not constitute an assignment for the Leased Property purposes of this paragraph. Otherwise, Lessee may not assign this Lease without the prior written consent of Lessor, which consent will not be unreasonably withheld, conditioned or delayed. Lessee shall have the Lessor so long as (v) any such assignment, sublease right to freely sublet or transfer would space to third parties on the Leased Space without obtaining the prior written consent of Lessor. Lessor may not subject assign the Lessor to a violation Rent or this Lease or any rights hereunder, or grant any interest in any portion of laws or regulations applicable the Premises, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of Lessee, in Lessee’s sole and absolute discretion. If Lessor including those promulgated by OFAC, (w) no Event enters into any arrangement to separate the equitable or financial benefit of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to the Rent or any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits rights hereunder from the fee simple ownership of the Cash Collateral and receives prior certification thereof from Premises, the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration DateRent shall be automatically reduced to One Dollar ($1.00) per year. In the event that Lessee from time to time subleases all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender portion of the Leased Property Space or as otherwise reasonably required by the sublessee Lessee for work at the election Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Lessor after an Event Premises as is reasonably necessary for such work. Following the completion of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIIwork, Lessee may not assign or transfer its rights shall, at Lessee’s sole cost and obligations under this Lease and the other Operative Documents unless (a) on the effective date of expense, promptly repair any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory damage to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase temporary easement area arising from Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsthereof.

Assignment and Subleasing. During the Tenant may assign this Lease Termupon written notice to Landlord, the Lessee may assign, sublease or transfer to any Personperson controlling, at controlled by, or under common control with Tenant, or any timeperson or entity that, in whole after first receiving FCC or in partstate regulatory agency approvals, its rightacquires Tenant’s radio communications business and assumes all obligations of Tenant under this Lease. Such notice shall be give to Landlord within thirty (30) days of any assignment. Upon such assignment, title or interest in, Tenant shall be relieved of all liabilities and obligations hereunder and Landlord shall look solely to or the assignee for performance under this Lease or any portion of and all obligations hereunder. Tenant may not sublease the Leased Property Premises, without the prior written consent of the Lessor so long as (v) any notice to Landlord, and such assignment, sublease or transfer would not must be subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event provisions of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease. Additionally, (y) Lessee remains liable for all obligations under this Lease after giving effect Tenant may, upon notice to any such assignmentLandlord, sublease mortgage or transfer, and (z) Lessor retains all of its interests grant a security interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderAntenna Facilities, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions and may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date Antenna Facilities to any mortgagees or holders of any such assignment and transfersecurity interests, no Event of Default existsincluding their successors or assigns, (b) hereinafter collectively referred to as “Mortgagees”), provided such Mortgagees agree to be bound by the parties enter into an assignment agreement in form terms and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease. In such event, any Landlord shall execute such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters consent to leasehold financing as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in be required by Mortgagees. Landlord agrees to give Mortgagees the imposition same right to cure any default as Tenant or to remove any property of any unindemnified Taxes, (h) Tenant or Mortgagee located on the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsPremises.

Assignment and Subleasing. During Lessee during the Lease Term, the Lessee Term may not assign, sublease mortgage or transfer pledge to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the any Leased Property without the prior written consent of the Lessor so long as (v) Property, and any such assignment, sublease mortgage or transfer would not subject pledge shall be void. Except for the leasehold interest in the Modesto Site granted to Lessor to a violation of laws or regulations applicable pursuant to the Lessor including those promulgated by OFACGround Lease and as expressly permitted in this Article XII, (w) no Event Lessee may not sublease, in whole or in part, any of Default shall have occurred and be continuing orits right, after giving effect title or interest in, to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect or any portion of any Leased Property to any such assignmentPerson, sublease except that, following the final Completion Date, Lessee may enter into subleases with (i) a direct or transfer, indirect wholly-owned Subsidiary of Guarantor and (zii) Lessor retains a Person which is not a direct or indirect wholly-owned Subsidiary of Lessee ("Third Party Sublease"); provided, however, that in no event shall the aggregate subleased space (together with the nonexclusive use of any related or necessary portion of any Site as necessary to access and parking) subject to all of its interests in and benefits Third Party Subleases exceed 30% of the Cash Collateral and receives prior certification thereof from aggregate net rentable square feet of any Site. Lessee shall not sublease any portion of any Leased Property to, or permit the Lessee and such other evidence thereof as sublease of any portion of any Leased Property by, any Person who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies relief of each such assignment, sublease or transferdebtors. No sublease hereunder will discharge or diminish any of the Lessee’s 's obligations hereunder to Lessor hereunder, and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a partyentire Premises. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property space subleased by the applicable sublessee at the election of the Lessor after an a Lease Event of Default, shall provide and that such provisions may be directly enforced by Lessor or Agent. All such subleases under this Article XII shall expressly provide in writing for termination on or prior to the Lessor and Lease Expiration Date unless Lessee shall provide that such sublessee expressly agrees purchase all of the Premises pursuant to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph Section 21.1(b) of this Article XIILease. Lessee shall, Lessee may not assign or transfer its rights and obligations under this Lease and within fifteen (15) days after the other Operative Documents unless (a) on the effective date execution of any such assignment and transferThird Party Sublease, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory deliver to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in Agent a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice fully executed copy of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws or regulations applicable Section 862(2)(a) of the; and (vi) any sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, no assignment or sublease shall cause the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include Facility to be occupied by an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not assignee or sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such assignee or sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect occupation of the Facility is reasonably necessary to discourage the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the proposed assignee or transferee. No sublessee from removing such assignment and transfer will diminish other plant or discharge any facility to a location outside the State, or (ii) that such occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to preserve the competitive position of the proposed assignee or the other Operative Documentssublessee in its respective industry.

Assignment and Subleasing. During the Lease TermExcept as otherwise expressly provided in this Article, the Lessee may shall not assign, sublease transfer or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under encumber this Lease or any portion part hereof and shall not sublet, grant licenses or concessions, nor allow any other occupant to come in, with or under Lessee, nor shall Lessee permit this Lease or the leasehold estate hereby created to become vested in or owned by any other person, firm or corporation by operation of the Leased Property law or otherwise without the prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Lessee agrees that Lessor's consent shall not be considered unreasonably withheld, conditioned or delayed if: (a) such proposed assignee's financial condition is not equal to or better than Lessee's as of the date of this Lease (determined on the basis of assignee's balance sheet and net income); (b) the proposed assignee or subtenant is a governmental agency or present occupant of the Project or Lessor so long as is otherwise engaged in lease negotiations with the proposed assignee or subtenant for other premises in the Project; (vc) any uncured event of default that exists under this Lease (or a condition exists which, with passage of time or giving of notice, would become an event of default); (d) any portion of the Project would likely become subject to additional or different laws or legal requirements or would require a rezoning or zoning variance as a consequence of the proposed assignment or sublease; (e) the proposed assignee's or subtenant's use of the Leased Premises conflicts with the permitted uses or any exclusive usage rights granted to any other tenant in the Project; (f) the use, nature, business, activities or reputation in the business community of the proposed assignee or subtenant (or their respective principals, employees or invitees) are not reasonably acceptable to Lessor; (g) the proposed assignee or subtenant is or has been involved in litigation with Lessor or any of its affiliates; (h) the use of the Leased Premises or the Project by the proposed assignee or subtenant would, in Lessor's reasonable judgment, require material or substantial alterations to the Building, Leased Premises or Project in order to comply with applicable laws; (i) the business and operations of the proposed assignee or subtenant are inconsistent with the maintenance of a class A project, and/or would be incompatible with the business and operations being conducted by other tenants in the Project; (j) the proposed use by such subtenant or assignee could create a condition that is dangerous to persons or property (for example, a foreign consulate) or could create an atmosphere or condition that could be disruptive to the operation of the Building or Project (for example, an abortion or methadone clinic) or (k) with respect to a sublease, Lessee proposes to demise the sublease space in the commercially unreasonably manner (for example, a configuration that would not be readily leasable at the end of the Term of the Lease) and does not provide Lessor with additional security in an amount equal to all reasonably anticipated restoration costs. Any such assignment or subletting shall only be approved under such conditions as Lessor may, in it reasonable discretion, determine necessary. If Lessee is a corporation, then any type of transfer or assignment, sublease whether by merger, consolidation, liquidation, or transfer would otherwise, or any change in the ownership or power to vote a majority of Lessee's outstanding voting stock shall constitute a prohibited assignment for the purposes of this section. Acceptance of Rent by Lessor from anyone other than Lessee shall not subject be construed as a waiver by Lessor of the actions prohibited by this Section, nor as a release of Lessee from any obligation or liability under this Lease. In the event Lessor consents to an assignment or sublet by Lessee, Lessee shall not be relieved from its obligations under this Lease. In lieu of giving or objecting to any consent to a violation full assignment of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under Lessor may, at Lessor's option, elect to terminate this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all Lease. In the case of its interests in and benefits a proposed subletting of a portion of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Leased Premises, Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Optionmay, no sublease may have a term that extends beyond the Base Term Expiration Date. In all casesat Lessor's option, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the elect to terminate this Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender portion of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereofPremises being proposed for subletting. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the The effective date of any such termination shall be thirty (30) days after the proposed effective date of any proposed assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory or subletting. Notwithstanding anything to the Lessorcontrary contained in this Section, (c) all filings of or in respect of any such assignment and transfer necessary if Lessor elects to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of exercise its right to terminate this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters Lease as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatthis Section, Lessee shall provide have the right, within five (5) days after receipt of Lessor's election, to notify Lessor in writing that Lessee rescinds its request for Lessor's consent to the Lessor not assignment or sublet, in which case this Lease shall continue in full force and effect. Notwithstanding anything herein to the contrary, if the proposed sublease is for less than thirty (30) days’ prior written notice months and there shall remain after the term of such assignment or transfersublease of at least twelve (12) months in the term of this Lease, such notice Lessor shall not have the right to identify terminate the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsas provided above.

Assignment and Subleasing. During the Lease Term(a) Tenant may not voluntarily, the Lessee may by operation of law or otherwise, assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, its rightwithout on each occasion first obtaining the prior express written consent of Landlord, title which consent Landlord shall not unreasonably withhold, delay or interest incondition, subject to the specific exclusion set forth herein. Any change in control of Tenant resulting from a merger, consolidation, stock transfer or under this Lease asset sale shall be considered an assignment or any portion of the Leased Property without the transfer which requires Landlord's prior written consent of (a “Corporate Assignment”). Notwithstanding the Lessor foregoing, Landlord’s consent shall not be required for a Corporate Assignment so long as the Tangible Net Worth of the surviving Tenant entity (valong with Guarantor) any equals or exceeds the collective Tangible Net Worth of Tenant and Guarantor as of the Lease Date. Tenant will provide written notice to Landlord in the event of a Corporate Assignment (within a reasonable time after the occurrence thereof) and provide reasonable written documentation to Landlord enabling Landlord to confirm that the Tangible Net Worth requirement set forth in the prior sentence has been fulfilled. “Tangible Net Worth” means the excess of the value of tangible net current assets (i.e. assets excluding those which are intangible such assignmentas goodwill, sublease patents and trademarks) over liabilities; and “net current assets” means only Tenant’s liquid assets (e.g. cash, marketable securities, accounts receivable and inventory). For purposes of this Section 29, by way of example and not limitation, if Landlord’s consent to an assignment is required, Landlord shall be deemed to have reasonably withheld consent if Landlord determines (i) that the prospective assignee or transfer would subtenant is not subject the Lessor to of a violation financial strength sufficient ensure Landlord that it will be capable of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to satisfying its obligations under this Lease, (yii) Lessee remains liable for all obligations under this Lease after giving effect to any such assignmentthat the prospective assignee or subtenant has a poor business reputation, sublease or transfer, and (ziii) Lessor retains all of its interests in and benefits that the proposed use of the Cash Collateral and receives prior certification thereof from Demised Premises by such prospective assignee or subtenant (including, without limitation, a use involving the Lessee and such other evidence thereof as use or handling of Hazardous Substances) will negatively affect the Lessor may reasonably request. Unless and until Lessee has exercised value or marketability of the Early Termination Option Building or the Purchase Option, no sublease may have a term Project or (iv) that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease prospective assignee or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it subtenant is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor current tenant in the Leased Property and the other Operative Documents are made in Project or is a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbona-fide third-party prospective tenant.

Assignment and Subleasing. During the Lease Term, the Lessee (a) Tenant may not assign, sublease mortgage, pledge, encumber or otherwise transfer to this Lease, or any Personinterest hereunder, at any timeor sublet the Demised Premises, in whole or in part, without on each occasion first obtaining the prior express written consent of Landlord, which consent shall not be unreasonably withheld. For purposes of this Section 30, Landlord shall be deemed to have reasonably withheld consent if Landlord determines (i) that the prospective assignee or subtenant is not of a financial strength similar to Tenant as of the Lease Date, (ii) that the prospective assignee or subtenant has a poor business reputation (iii) that the proposed use of the Demised Premises by such prospective assignee or subtenant (including, without limitation, a use involving the use or handling of Hazardous Substances) will negatively affect the value or marketability of the Building or the Project or (iv) that the prospective assignee or subtenant is a current tenant in the Project or is a bona-fide third-party prospective tenant. Permitted subtenants or assignees shall become liable directly to Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any of its rightliability hereunder. No assignment, title mortgaging, subletting or interest inuse or occupancy by others shall in any way be construed to relieve Tenant from any of its liability hereunder to pay Base Rent, Additional Rent and all other sums payable by Tenant hereunder or to perform its obligations hereunder (which shall in every instance continue as the liability and obligation of a principal and not a surety) or from thereafter obtaining the express consent of Landlord to any other or further assignment, mortgaging or subletting of this Lease. (b) Notwithstanding Section 30(a), provided that there is not an Event of Default under this Lease which remains uncured, Tenant shall have the right, upon ten (10) days' prior written notice to Landlord, (i) to sublet all or any portion part of the Leased Property without the prior written consent of the Lessor so long as Demised Premises to any related corporation or entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; or (vii) any such assignment, sublease or transfer would not subject the Lessor to assign this Lease to a violation successor corporation into which or with which Tenant is merged or consolidated or which acquired substantially all of laws or regulations applicable to the Lessor including those promulgated by OFACTenant's assets and property, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, provided that (x) any such sublease is expressly subject successor corporation assumes substantially all of the obligations and subordinate liabilities of Tenant and shall have assets, capitalization, net worth and creditworthiness at least equal to the assets, capitalization, net worth and creditworthiness of Tenant as of the date of this Lease, Lease as determined by generally accepted accounting principles and (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee Tenant shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate its notice to this Lease and Landlord the rights information required in Section 30(c) below. For the purpose hereof "control" shall mean ownership of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty fifty percent (3050%) days’ prior written notice of all the voting stock or legal and equitable interest in such assignment corporation or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsentity.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease sublet all or transfer to any Person, at any time, part of the Leased Space in whole or in partpart without Xxxxxx's consent. This Lease may be sold, assigned or transferred by the Lessee without any approval or consent of the Lessor to the Lessee's principal, affiliates, subsidiaries of its rightprincipal or to any entity which acquires all or substantially all of Lessee's assets by reason of a merger, title acquisition or other business reorganization. As to other parties, this Lease may not be sold, assigned or transferred without the written consent of the Lessor, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest inor control of Lessee or transfer upon partnership or corporate dissolution of Lessee shall constitute an assignment hereunder. Upon such assignment, to Lessee shall be relieved of all liabilities and obligations under this Lease. Lessor may not assign the Rent or under this Lease or any rights hereunder, or grant any interest in any portion of the Leased Property Premises, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of Xxxxxx, in Xxxxxx’s sole and absolute discretion.. In the Lessor so long as (v) any such assignment, sublease event that Lessee from time to time subleases all or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender portion of the Leased Property Space or as otherwise reasonably required by the sublessee Lessee for work at the election Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Lessor after an Event Premises as is reasonably necessary for such work. Following the completion of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XIIwork, Lessee may not assign or transfer its rights shall, at Xxxxxx’s sole cost and obligations under this Lease and the other Operative Documents unless (a) on the effective date of expense, promptly repair any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory damage to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase temporary easement area arising from Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsthereof.

Assignment and Subleasing. During the Lease Term(a) Except as provided herein, the any assignment of this lease that is entered into by Lessee must be approved in writing by Lessor. Permission will not be unreasonably withheld, conditioned or delayed. Lessee may assignnot, however, sublease or transfer space to any Person, at any time, third parties except as provided in whole or in part, its right, title or interest in, to or under subparagraph 20(c) below. (b) Any Assignment of this Lease that is entered into by Lessor or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not Lessee shall be subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event provisions of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all casesAdditionally, Lessee will promptly provide Lessor copies of each such assignmentmay, sublease upon notice to Lessor, mortgage or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is grant a party. Each sublease permitted hereby shall be made and shall expressly provide security interest in writing that it is subject and subordinate to this Lease and the rights Equipment, and may assign this Lease and Equipment to any such Secured Parties or holders of security interests including their successors and assigns (hereinafter collectively referred to as "Secured Parties"). In such event, Lessor shall execute such consent to leasehold financing as may reasonably be required by Secured Parties. Lessor agrees to notify Lessee and Lessee's Secured Parties simultaneously of any default by Lessee and to give Secured Parties the same right to cure any default as Lessee except that the cure period for any Secured Party shall not be less than 10 days after the receipt of the default notice. If a termination, disaffirmance or rejection of the Lease pursuant to any laws (including any bankruptcy or insolvency laws) by Lessee shall occur, or if Lessor hereundershall terminate this Lease for any reason, shall expressly provide Lessor will give to the Secured Parties prompt notice thereof and Lessor will give the Secured Parties the right to enter upon the Property during a 30-day period commencing upon the Secured Party's receipt of such notice for the surrender purpose of removing any Equipment. Lessor acknowledges that the Secured Parties shall be third-party beneficiaries of this Lease for this limited purpose. (c) Lessee may assign this Lease without the consent of Lessor to an affiliate of Lessee for use in the operation of the Leased Property by Cellular Business or to any other entity which acquires Lessee's communications license from the sublessee at FCC for use in the election operation of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereofCellular Business. Notwithstanding the first paragraph of this Article XIIIn addition, Lessee may not assign sublease equipment rack space or transfer other interior portions of its rights and obligations under this Lease and the Ground Space Premises to other Operative Documents unless (a) on the effective date providers of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and telecommunication services; provided, further thathowever, that Lessee shall provide to the Lessor not less than thirty (30) days’ with prior written notice of such assignment or transfersublease, and the specific use to be made of such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any subleased portion of the Lessee’s obligations under Ground Space Premises (which use shall not violate the terms of this Lease or adversely affect Lessor or any third party lessee or licensee having rights to the other Operative DocumentsProperty). In addition, Lessee may continue any sublease arrangements in effect as of the Commencement Date with parties which are subleasing or are co-located in the Ground Space Premises as of the Commencement Date. (d) Consent by Lessor to any assignment or subletting shall not constitute a waiver of the requirement that Lessee obtain consent for future assignments or sublettings. Assignment or subletting shall not relieve Lessee of its direct and primary obligations to Lessor under this Lease.

Assignment and Subleasing. During Lessee may not assign this Lease except that Lessee may assign this Lease to a Person that is wholly owned, directly or indirectly, by Lessee if (i) no Lease Event of Default shall have occurred or be continuing, and (ii) Lessee shall cause such assignee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such assignment and such assignee’s agreement to be bound by the terms of the Lease Termand the other Operative Documents, the provided that Lessee may assign, sublease or transfer not assign this Lease to any Person, at Offshore Affiliate or any time, in whole or in part, its right, title or interest in, to or Offshore Person under this Lease any circumstances. Lessee may sublease all or any portion of the Leased Property without the prior written consent of the Lessor so long as Property, provided that (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (wa) no Lease Event of Default shall have occurred or be continuing; (b) Lessee shall remain primarily liable for all obligations hereunder and be continuing orunder the other Operative Documents and all obligations of Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, after giving effect to such assignment, as though no sublease or transfer, would exist, had been made; (xc) any such sublease is shall be expressly subject and subordinate to this Lease, ; (yd) each such sublease shall terminate by its terms on or before the Scheduled Termination Date; (e) Lessee remains liable for all obligations under this Lease after giving effect to shall cause any such assignment, sublessee to execute and deliver such instruments as may be reasonably requested by Lessor to evidence such sublease or transfer, arrangement; and (zf) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies terms of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and negotiated in good faith by Lessee on an arm’s length basis. This Lease shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereundernot be mortgaged or pledged by Lessee, nor shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign mortgage or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of pledge any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor interest in the Leased Property and the or any portion thereof, other Operative Documents are made in a timely fashion, (d) without limiting any provisions of than as contemplated by this Article XII, any Lease. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During (a) Subtenant shall not, by operation of law or otherwise, assign, mortgage or encumber the Sublease, or sublet the Premises in whole or in part or permit the Premises or any part thereof to be used by others without obtaining, in each instance, the prior written consent of Prime Lessor on the terms and conditions set forth in the Lease Termand, notwithstanding Section 5.03(d) or the last sentence of Section 5.04(e) of the Lease, the Lessee prior written consent of Sublandlord, which consent of Sublandlord, shall not be unreasonably withheld, conditioned or delayed; provided that the conditions set forth in Section 5.03 of the Lease are satisfied and that the proposed assignee or sublessee is not an Office Competitor of Tenant (as defined in the Lease), as such definition may be updated by Sublandlord from time to time pursuant to Section 13.05 of the Lease; provided further that (I) Subtenant receives prompt notice of any such updates and (II) Subtenant shall have the right to require that Sublandlord confirm in writing that a proposed assignee or sublessee who is not set forth on the then Office Competitor list will not be an Office Competitor for at least nine (9) months following such confirmation, and if so confirmed in writing by Sublandlord and the applicable assignment or sublease is fully executed within nine (9) months after such confirmation, any such update to the list shall not apply to such prospective assignee or sublessee; it being agreed that, (X) if Sublandlord shall fail to respond to such request for confirmation within ten (10) days after such request, then Sublandlord shall be deemed to have so confirmed that such proposed assignee or sublessee will not be an Office Competitor for at least nine (9) months following the expiration of such ten (10) day period and (Y) in the event that Sublandlord notifies Subtenant within such ten (10) day period that such proposed assignee or sublessee will be an Office Competitor, then Sublandlord shall cause the entity in question to become an Office Competitor within twelve (12) months of such notice. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord’s consent shall not be required in connection with an assignment, transfer or arrangement by Subtenant as described in Sections 5.01(b) through and including Section 5.01(e) of the Lease, incorporated herein by reference. (b) For the avoidance of doubt, Sections 5.03(b) and 8.08 of the Lease shall apply to this Section 9 and are hereby incorporated by reference. (c) The parties agree that (I) the phrase “reorganization or recapitalization” as used in Section 5.01(b)(i) of the Lease, as incorporated herein by reference, shall include the right to assign to a successor entity in the event of Subtenant’s demutualization or conversion to a mutual holding company and (II) for the purposes of determining net worth pursuant to Section 5.01(b)(D) of the Lease, as incorporated herein by reference, at Subtenant’s option may be computed by Subtenant in accordance with GAAP or statutory accounting principles applicable to insurance companies, in each case, to the extent the same is consistently applied in Subtenant’s financial statements. 10 (d) Any attempt to assign, sublease mortgage or transfer encumber this Sublease, or to any Person, at any time, sublet or to permit the use by others of the Premises in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a in violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby Section 9 shall be made null and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereofvoid. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents10.

Assignment and Subleasing. During the (a) This Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Facility may not be subleased (except with respect to residential tenants), title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency, in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the dates of the Agency’s board meetings, and which consent may be fully and effectively given by the execution and delivery of a Tenant Agency Compliance Agreement by an Authorized Representative of the Agency in substantially the form attached hereto as Exhibit I. Any assignment or commercial sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder unless the Agency consents thereto, which consent shall not be unreasonably withheld or delayed subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement or any Mortgage shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Act; and (vi) any commercial sublessee will execute and deliver a Tenant Agency Compliance Agreement, satisfactory to the Lessor including those promulgated by OFACAgency in substantially the form attached hereto as Exhibit I; (b) If the Agency shall so request, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the purported effective date of any such assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and transferexpense shall furnish the Agency with opinions, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During (a) Except as and to the extent provided in this Article 13 (and the corresponding provisions of the Lease Termincorporated by reference in this Sublease), Subtenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (i) assign or otherwise transfer this Sublease or the Lessee may assignterm and estate hereby granted, sublease (ii) sublet the Sublease Premises or transfer any part thereof, or allow the same to be used, occupied or utilized by anyone other than Subtenant and a related company (as such term is defined in the Lease), or (iii) mortgage, pledge, encumber or otherwise hypothecate this Sublease or the Sublease Premises or any Personpart thereof in any manner whatsoever. (b) Provided that Subtenant is not in default beyond any applicable grace or cure period under any of the terms, at any timecovenants and conditions of this Sublease, in whole or in part, its right, title or interest in, Subtenant shall have the right to or under this Lease or further sublet any portion of the Leased Property without Sublease Premises or to assign its interest in this Sublease, subject to all of the following terms and conditions: (i) Subtenant shall have complied with the applicable provisions of the Lease incorporated herein by reference and shall have obtained, prior to the effective date of the proposed sublease or assignment, the consent of Landlord to such sublease or assignment, to the extent required under the terms of the Lease and Landlord shall not have previously elected to recapture such portion of the Sublease Premises pursuant to Section 14.2 of the Lease; (ii) If the consent of Landlord is required pursuant to the terms of the Lease, Subtenant shall have obtained the prior written consent of Sublandlord to the Lessor so long as (v) any such proposed sublease or assignment, sublease which consent shall not be unreasonably withheld or transfer would not subject delayed by Sublandlord, provided the Lessor following conditions are satisfied: (A) Subtenant shall have complied with, and be bound by, all sections of Article 14 of the Lease which are incorporated herein by reference pursuant to Section 7(a) of this Sublease (it being understood, in each case, that any reference to a violation “subtenant” or “assignee” in those incorporated sections of laws Article 14 of the Lease shall be deemed to refer to Subtenant’s proposed subtenant or regulations applicable assignee); and (B) Intentionally Omitted; (C) there shall not be in the aggregate more than four (4) subtenants or occupants (including Subtenant) of the Sublease Premises; and (D) the term of the sublease shall expire no later than October 30, 2012; and (E) Subtenant shall have agreed to pay any sums due pursuant to the Lessor including those promulgated by OFAC, (w) no Event provisions of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Section 14.9 of the Lease, as incorporated by reference herein. (yiii) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease Any attempted assignment or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect subletting made contrary to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII13 and shall be null and void. No consent by Sublandlord or Landlord to any assignment or subletting shall in any manner be considered to relieve Subtenant from obtaining Sublandlord’s and Landlord’s express written consent to any further assignment or subletting, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document if required under this Sublease or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwiseLease, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsrespectively.

Assignment and Subleasing. During Subleasing and assignment are the Lease Termimportant exit rights for a tenant in the event that the tenant’s business needs change and it needs to give up all or part of the premises. A landlord base form is typically restrictive in allowing subleasing (a transfer of less than all of tenant’s rights in the lease either by being for less than all of the premises or less than all of the term) or assignment (a transfer of all of tenant’s rights in the lease), granting the Lessee may assignright only with the consent of landlord; however, tenants often request accommodations to those restrictions, such as requiring the consent not to be unreasonably withheld, conditioned or delayed and providing for free assignment to affiliated entities or entities resulting from a merger of the tenant with another entity or purchasing all or substantially all of the assets of the tenant, which would seem reasonable if the original tenant remains primarily liable for the obligations under the lease (a standard landlord lease provision). Typically a landlord will request any excess rent obtained from a sublease or transfer assignment (often this can be compromised to any Person, at any time, one-half of the excess and adding provisions excluding the costs of obtaining the sublease) and sometimes a landlord will reserve the right to recapture the premises in whole lieu of approving or in part, its denying an assignment. Tenants should be cautious about granting a recapture right, title or interest in, to or under this Lease or any especially in situations where the tenant subleases a portion of the Leased Property without premises for less than the prior written entire remaining term. A recapture provision also has a chilling effect on potential assignees or subtenants. A point of contention if often whether consent could be deemed given if landlord does not respond within a certain period of time. If the lease is silent, the tenant typically has the right to assign the lease, so landlords should be careful to protect their interests in having control over future subtenants or assignees by setting forth limits in the lease. It should also be noted that in some instances a bankruptcy court can ignore assignment provisions in a lease where the tenant is in bankruptcy. As opposed to tenants, landlords are typically (and rightly) given the unfettered ability to transfer the lease. The landlord should be released from liability after a transfer and delivery of any security deposit (such liability transferring to future owners). It should be noted that even if not expressly stated in an assignment section, the typical lease provision limiting actions against landlord to its interest in the property could be read to limit liability after a sale of the Lessor so long as property (v) any such assignmenti.e., sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) former landlord has no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor interest left in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsproperty).

Assignment and Subleasing. During (a) Except as and to the Lease Termextent provided in this Article 13, Subtenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (i) assign or otherwise transfer this Sublease or the Lessee may assignterm and estate hereby granted, sublease (ii) further sublet the Sublet Space or transfer any part thereof, or allow the same to be used, occupied or utilized by anyone other than Subtenant, or (iii) mortgage, pledge, encumber or otherwise hypothecate this Sublease or the Sublet Space or any Personpart thereof in any manner whatsoever without consent of Sublandlord, at with consent not to be unreasonably withheld. (b) Provided that Subtenant is not in default beyond any timeapplicable grace or cure period under any of the terms, in whole or in partcovenants and conditions of this Sublease, its right, title or interest in, Subtenant shall have the right to or under this Lease or further sublet any portion of the Leased Property without Sublet Space or to assign its interest in this Sublease, subject to all of the following terms and conditions: i. Subtenant shall have complied with the applicable provisions of the Lease incorporated herein by reference and shall obtain, prior to the effective date of the proposed sublease or assignment, the consent of Prime Lessor to such sublease or assignment, to the extent required under the terms of the Lease, and neither Prime Lessor nor Sublandlord shall have elected to recapture such portion of the Sublet Space; Back to Contents ii. Subtenant shall obtain the prior written consent of Sublandlord to the Lessor so long as (v) any such proposed sublease or assignment, sublease which consent shall not be unreasonably withheld or transfer would not subject delayed by Sublandlord, provided the Lessor following conditions are satisfied: (1) Subtenant shall have complied with, and be bound by, all sections of Article 8 of the Lease which are incorporated herein by reference pursuant to Article 7 of this Sublease (it being understood, in each case, that any reference to a violation "subtenant" or "assignee" in those incorporated sections of laws Article 8 of the Lease shall be deemed to refer to Subtenant's proposed subtenant or regulations applicable assignee); and (2) the proposed Subtenant shall not be an "Excluded Person" (as such term is defined below); and (3) there shall not be in the aggregate more than two (2) subtenants or occupants (including Subtenant) of the Sublet Space. iii. For the purposes of subparagraph (b)(ii)(2) above, the term "Excluded Person" shall mean any federal, state or local government entity, agency or instrumentality, school or employment agency or other person prohibited by the Lease; and iv. Any attempted assignment or subletting made contrary to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII13 and shall be null and void. No consent by Sublandlord or Prime Lessor to any assignment or subletting shall in any manner be considered to relieve Subtenant from obtaining Sublandlord's and Prime Lessor's express written consent to any further assignment or subletting, any such if required under this Sublease or under the Lease, respectively. Notwithstanding anything to the contrary contained in this Article with respect to assignment and transfer subletting, Sublandlord's consent shall include not be required with respect to an appropriate provision for the operationassignment and/or subletting to a corporation or other entity which succeeds to all, maintenance and insurance or substantially all, of the Leased Property assets and liabilities of the Subtenant; provided that the net worth of such successor corporation or other entity, computed in accordance with generally accepted accounting principles and certified by a firm of certified public accountants to Sublandlord at the terms hereoftime such corporation or other entity succeeds to Subtenant's interest in this Lease, shall be at least equal to the net worth of Subtenant as of the date of this Lease; provided, however, that the consent of Prime Lessor shall be required with respect to any such sublease or assignment described in this sentence. Back to Contents (c) As conditions precedent to Sublandlord’s granting consent to any proposed assignment or subletting, (i) Sublandlord shall be entitled to receive, as Additional Rent hereunder, (eA) an amount equal to fifty percent (50%) of all rent and/or other consideration payable by the Lessor proposed subtenant to Subtenant hereunder to the extent that such rent and/or other consideration exceeds, on a pro rata basis, a sum, amount, or rate in excess of the Fixed Rent at the time payable hereunder by Subtenant per rentable square foot so affected by any such proposed sublease, and (B) an amount equal to fifty percent (50%) of any and all consideration payable by the proposed assignee to Subtenant in the case of a proposed assignment, provided, however, that in the case of each of (A) and (B), Subtenant shall have received opinions of counsel first be entitled to recover actual costs reasonably incurred by Sublessee in connection with respect thereto such subleasing or assignment, including, without limitation, broker fees, but not including expenses to prepare the Sublet Space, or legal or other professional fees; (ii) Subtenant and its proposed assignee or subtenant shall provide Sublandlord with such other matters information as the Lessor Sublandlord may reasonably request, (f) such including, but not limited to, a certification in affidavit form of all rental and other consideration proposed to be paid in connection with the proposed assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwisesublease, and (iiii) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such proposed assignment or transfersublease and the documentation evidencing and/or executed and delivered in connection with it shall be otherwise reasonably acceptable to Sublandlord. Any and all costs related to separating the Sublet Space to accommodate a subletting or a partial termination of this Sublease resulting from Subtenant’s seeking to enter into a partial subletting, such notice including, without limitation, all construction costs related to identify modifying the assignee or transfereeSublet Space, shall be borne and paid for solely by Subtenant. No such assignment and transfer will diminish or discharge partial assignments of this Sublease shall be permitted under any of the Lessee’s obligations under this Lease or the other Operative Documentscircumstances whatsoever.

Assignment and Subleasing. During the Lease Term, the Lessee may assign, sublease or transfer to any Person, If Tenant shall at any time, in whole time during the term of this lease desire to assign this lease or in part, its right, title or interest in, to or under this Lease sublet all or any portion of the Leased Property without the prior written consent demised premises, Tenant shall give notice thereof to Owner, which notice shall be accompanied by (i) a copy of the Lessor so long proposed assignment or sublease and a term sheet setting forth all of the material terms of the assignment or sublease (which Tenant shall certify as being agreed upon by the parties), the effective or commencement date of which shall be at least 30 days after the giving of such notice, (vii) any such assignmenta statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, sublease or transfer would not subject the Lessor to a violation nature of laws or regulations applicable its business and its proposed use of the demised premises, and (iii) current financial information with respect to the Lessor including those promulgated proposed assignee or subtenant, including, without limitation, its most recent financial report (if available). Tenant's notice shall be deemed an offer from Tenant to Owner whereby Owner may, at its option, terminate this lease if the proposed transaction is an assignment of this lease or a sublet of all or substantially all of the demised premises (for any term), terminate this lease with respect to the space to be sublet if the proposed transaction is a sublease of less than substantially all of the demised premises for all or substantially all of the remaining term of this lease, or terminate this lease with respect to the space to be sublet for the term of the sublease if the proposed transaction is a sublease of less than substantially all of the demised premises for less than substantially all of the remaining term of this lease. The options may be exercised by OFACOwner by notice to Tenant at any time within 30 days after such notice has been given by Tenant to Owner, and during such 30-day period Tenant shall not assign this lease or sublet such space to any person. (a) If Owner exercises the option to terminate this lease pursuant to paragraph (a) of this Article, then this lease shall expire on the date that the assignment or sublease was to be effective or commence, as the case may be, Tenant (and all other occupants) shall vacate the demised premises on or before that date, and the fixed rent and additional rent shall be paid and apportioned to that date. (b) If Owner exercises the option to terminate this lease in part pursuant to paragraph (a) of this Article then (i) this lease shall expire with respect to that part of the demised premises on the date that the proposed sublease was to commence, (wii) no Event from and after that date the fixed rent and all additional rent shall be adjusted, based upon the proportion that the rentable area of Default the demised premises remaining bears to the total rentable area of the demised premises, (iii) Tenant shall pay to Owner, upon demand, the costs incurred by Owner to physically separate that part of the demised premises from the balance of the demised premises and in complying with any laws and requirements of any public authorities relating to the separation, and (iv) if the sublease was for less than substantially all of the remaining term of this lease, on the date the sublease was to expire that space shall again be deemed included in the demised premises pursuant to the terms of this lease in its then "AS IS" condition. (c) If Owner does not exercise any option pursuant to paragraph (a) of this Article, provided Tenant is not then in default under this lease following any required notice and the expiration of any applicable cure period, Owner's consent (which must be in writing and in form reasonably satisfactory to Owner) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided that: (i) Tenant shall have occurred complied with the provisions of paragraph (a) of this Article, and Owner shall not have exercised any option under said paragraph (a) of this Article within the time permitted therefor; (ii) In Owner's reasonable judgment the proposed assignee or subtenant is engaged in a business and the demised premises will be continuing or, after giving effect to such assignment, sublease or transfer, would exist, used in a manner which (x) any such sublease is expressly subject and subordinate to this Leasein keeping with the then standards of the building, (y) Lessee remains liable for all obligations under this Lease after giving effect is limited to any such assignment, sublease or transferthe uses set forth in Article 2, and (z) Lessor retains all will not violate any negative covenant as to use contained in any other lease of its interests space in the building; (iii) The proposed assignee or subtenant is reputable, of good character and benefits of has sufficient financial worth considering the Cash Collateral responsibility involved, and receives prior certification thereof from the Lessee Owner has been furnished with reasonable proof thereof; and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish is not any of the Lessee’s obligations hereunder following: employment or travel agency (or offices therefor); government or quasi-government or agency or department thereof or owned in whole or in part by a government or quasi-government or agency or department thereof (or offices therefor); foreign airline; charity, not-for-profit organization or other organization dependent in whole or in part on charitable contributions (or offices therefor); or any person or entity who shall create, in Owner's reasonable opinion, any excessive traffic or use of the building services; (iv) Neither (x) the proposed assignee or subtenant nor (y) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the building, if Owner then has available, or reasonably anticipates having available within 60 days, space in the building of approximately the same rentable square feet as the proposed subleased space; (v) The proposed assignee or subtenant is not a person with whom Owner is then negotiating (or with whom Owner has within the prior 60-day period negotiated) the lease of space in the building; (vi) The sublease or assignment shall be in substantially the form furnished to Owner pursuant to paragraph (a) of this Article, and shall comply with the Lessee applicable provisions of this Article; (vii) The rent and other material terms of the sublease or assignment are substantially the same as those contained in the term sheet furnished to Owner pursuant to paragraph (a) of this Article; (viii) Tenant shall remain directly and primarily liable under reimburse Owner on demand for any reasonable costs that may be incurred by Owner in connection with said assignment or sublease, including, without limitation, reasonable legal costs incurred in connection with the Lease with respect granting of any requested consent, all such costs not to exceed an aggregate of $2,500 per consent; (ix) Any sublease shall be for a term ending not later than one day prior to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made fixed expiration date of this lease, and shall expressly provide in writing that (x) it is subject and subordinate to this Lease lease and to the matters to which this lease is or shall be subordinate, and (y) in the event of termination, re-entry or dispossess by Owner under this lease, Owner may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under the sublease, and the rights subtenant shall, at Owner's option, attorn to Owner pursuant to the then executory provisions of the Lessor hereundersublease, except that Owner shall not be (1) liable for any previous act or omission of Tenant under the sublease, (2) subject to any offset, not expressly provide provided in the sublease, which theretofore accrued to the subtenant against Tenant, or (3) bound by any previous modification of the sublease or by any previous prepayment of more than one month's rent; (x) Tenant shall not have advertised or publicized in any way the availability of the demised premises without prior notice to Owner, nor shall any advertisement or publication state the proposed rental; and (xi) No more than three occupants (including Tenant) shall occupy any floor which is a part of the demised premises. (d) Each assignment or subletting pursuant to this Article shall be subject to all of the terms of this lease. Notwithstanding any such subletting or assignment and/or acceptance of rent or additional rent by Owner from any subtenant or assignee, Tenant shall remain fully liable for (and any assignee shall assume the obligation for) the payment of the fixed rent and additional rent due and to become due under this lease and for the surrender performance of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and all Tenant's obligations under this Lease lease. All acts and the other Operative Documents unless (a) on the effective date omissions of any subtenant or assignee or anyone claiming under or through any subtenant or assignee which shall be in violation of any of the obligations of this lease shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such assignment and transfersubletting or assignment, no Event of Default exists, (b) the parties enter into an further subletting or assignment agreement in form by Tenant or any person claiming through or under Tenant shall be made except upon compliance with and substance reasonably satisfactory subject to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII(but Owner shall have the unrestricted right to deny its consent or approval to any assignment or sublease by a subtenant). If Owner shall decline to give its consent to any proposed assignment or sublease, or if Owner shall exercise an option under paragraph (a) of this Article, Tenant shall indemnify, defend and hold harmless Owner against and from any such assignment and transfer shall include an appropriate provision for all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Owner by the operation, maintenance and insurance of the Leased Property proposed assignee or subtenant or by any brokers or other persons claiming a commission or similar compensation in accordance connection with the terms hereof, proposed assignment or sublease. (e) the Lessor If Owner shall have received opinions of counsel with respect thereto give its consent to any assignment or sublease, Tenant shall in consideration therefor, pay to Owner, as additional rent (as and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request when paid to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and Tenant): (i) in the case of an assignment, an amount equal to 50 percent of all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment assignment, less the aggregate amount of any brokerage commissions paid to an unrelated third party, reasonable attorneys' fees, and transfer will notother reasonable costs paid by Tenant in connection with the assignment; and (ii) in the case of a sublease, with respect 50 percent of any rents, additional charges or other consideration paid under the sublease to Tenant by the subtenant which is in excess of the fixed rent and additional rent accruing during the term of the sublease allocable to the Lessorsubleased premises, violate less any brokerage commissions paid to an unrelated third party, reasonable attorneys fees, and other reasonable costs paid by Tenant in connection with the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During Lessee during the Lease Term, the Lessee Term may not assign, sublease mortgage or transfer pledge to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the any Leased Property without the prior written consent of the Lessor so long as (v) Property, and any such assignment, sublease mortgage or transfer would not subject pledge shall be void. Except for the leasehold interest in the Modesto Site granted to Lessor to a violation of laws or regulations applicable pursuant to the Lessor including those promulgated by OFACGround Lease and as expressly permitted in this Article XII, (w) no Event Lessee may not sublease, in whole or in part, any of Default shall have occurred and be continuing orits right, after giving effect title or interest in, to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect or any portion of any Leased Property to any such assignmentPerson, sublease except that, following the Final Completion Date, Lessee may enter into subleases with (i) a direct or transfer, indirect wholly-owned Subsidiary of Guarantor and (zii) Lessor retains a Person which is not a direct or indirect wholly-owned Subsidiary of Lessee ("Third Party Sublease"); provided, however, that in no event shall the aggregate subleased space (together with the nonexclusive use of any related or necessary portion of any Site as necessary for access and parking) subject to all of its interests in and benefits Third Party Subleases exceed 30% of the Cash Collateral and receives prior certification thereof from aggregate net rentable square feet of any Site. Lessee shall not sublease any portion of any Leased Property to, or permit the Lessee and such other evidence thereof as sublease of any portion of any Leased Property by, any Person who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies relief of each such assignment, sublease or transferdebtors. No sublease hereunder will discharge or diminish any of the Lessee’s 's obligations hereunder to Lessor hereunder, and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a partyentire Premises. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property space subleased by the applicable sublessee at the election of the Lessor after an a Lease Event of Default, shall provide and that such provisions may be directly enforced by Lessor or Agent. All such subleases under this Article XII shall expressly provide in writing for termination on or prior to the Lessor and Lease Expiration Date unless Lessee shall provide that such sublessee expressly agrees purchase all of the Premises pursuant to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph Section 21.1(b) of this Article XIILease. Lessee shall, Lessee may not assign or transfer its rights and obligations under this Lease and within fifteen (15) days after the other Operative Documents unless (a) on the effective date execution of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory Third Party Sublease deliver to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in Agent a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice fully executed copy of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentssublease.

Assignment and Subleasing. During (a) Except pursuant to the Sublease Agreement and except for all residential leases, this Lease Term, the Lessee Agreement may assign, sublease or transfer to any Person, at any timenot be assigned, in whole or in part, its rightand the Company Facility may not be subleased, title in whole or interest inin part, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Agency and any Lender, if required by the Mortgage, if any, in each instance, which consent shall not unreasonably be withheld or delayed, but subject to the dates of the Agency’s Board Meetings. Any assignment or sublease shall be on the following conditions, as of the time of such assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder, unless the Agency consents thereto which consent shall not be unreasonably withheld or delayed, subject to the dates of the Agency’s board meetings and which consent shall be conditioned upon the Agency being indemnified and held harmless to its reasonable satisfaction; (ii) the assignee or sublessee (except in the case of a true sublessee in the ordinary course of business or a residential sublessee) shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or commercial (as opposed to residential) sublease and the instrument of assumption; (iv) neither the validity nor the enforceability of the Lease Agreement or any Mortgage shall be adversely affected thereby; (v) any the Facility shall continue to constitute a “project” as such assignmentquoted term is defined in the Act, and, without limiting the generality of the foregoing, no assignment or sublease or transfer would not subject shall cause the Lessor Facility to a be used in violation of laws Section 862(2)(a) of the Act and no assignment or regulations applicable sublease shall cause the Facility to be occupied by a sublessee in violation of Section 862(1) of the Lessor including those promulgated by OFAC, Act; and (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (xvi) any such sublease is expressly subject commercial (as opposed to residential) sublessee will execute and subordinate to this Leasedeliver an agency compliance agreement, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the LessorAgency. (b) If the Agency shall so request, as of the purported effective date of any assignment or sublease pursuant to subsection (a) of this Section 9.3, the Company at its sole cost and expense shall furnish the Agency with opinions, in form and substance satisfactory to the Agency, (i) of Transaction Counsel as to item (v) above, and (ii) of Independent Counsel as to items (i), (ii), and (iv) above. (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights In accordance with Section 862(1) of the Lessor in Act, the Leased Property and the other Operative Documents are made in Company Facility shall not be occupied by a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not sublessee whose tenancy would result in the imposition removal of any unindemnified Taxesa facility or plant of the proposed sublessee from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of such sublessee located within the State; provided, (h) however, that neither restriction shall apply if the Lessor Agency shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and determine: (i) that such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any occupation of the Lessee’s obligations under this Lease Company Facility is reasonably necessary to discourage the proposed sublessee from removing such other plant or facility to a location outside the other Operative DocumentsState, or (ii) that such occupation of the Company Facility is reasonably necessary to preserve the competitive position of the proposed sublessee in its respective industry.

Assignment and Subleasing. During the This Lease Term, the may not be assigned by Lessee may assign, sublease or transfer to any Person, at any time, in subleased by Lessee as a whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior express written consent of Lessor, which written consent shall not be unreasonably withheld, if the Lessor so long as (v) following conditions are met by Lessee: 13.1 No sublease shall relieve Lessee from primary liability for any such assignmentof its obligations hereunder, sublease or transfer would not subject and in the Lessor to a violation event of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease Lessee shall continue to remain primarily liable for payment of the rents specified above and for performance and observance of the other covenants, warranties, representations and agreements on its part herein provided to be performed and observed by it to the same extent as though no sublease had been made. Additionally, Lessee shall share (on the basis of 75% to Lessor and 25% to Lessee) any rent under an assignment or sublease which is expressly subject and subordinate to in excess of the rent due under this Lease. Such excess rent shall be considered base rent payments for the purposes of this Lease and shall be due when base rent payments are due; 13.2 The sublease shall assume the obligations of Lessee hereunder to the extent of the interest subleased; and, 13.3 Lessee shall, within thirty (y30) days prior to the delivery thereof, furnish or cause to be furnished to Lessor a true and complete copy of each such assumption of obligations and sublease, as the case may be in order that Lessor may examine the same for the purpose of giving its consent as referred to hereinabove. 13.4 Assignment shall include a change in the majority ownership of Lessee. 13.5 Notwithstanding Sections 13.1 thru 13.3 Lessor may, at its sole discretion, elect to terminate this Lease by giving Lessee remains liable for all notice of Lessors exercise of this right and enter into a new lease with said assignee or sublessee, in which event this Lease shall terminate on the date specified by Lessor in such notice and Lessee shall have not further obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits as of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentstermination.

Assignment and Subleasing. During the Lease Term(a) Except as otherwise expressly provided herein, the Lessee may Tenant shall not assign, sublease sublease, pledge or transfer to encumber any Person, at any time, in whole or in part, its right, title obligation or interest in, to or under in this Lease or in Premises, nor permit the use or occupancy of Premises or any portion of the Leased Property part thereof by anyone other than Tenant, whether voluntary or involuntary, without the express prior written consent of Landlord, which consent Landlord may withhold in Landlord’s sole discretion. Unless otherwise expressly agreed by Landlord to the Lessor so long as contrary, Tenant may not sublease Premises or assign this Lease to third parties in case (vi) any such assignment, the proposed subtenant or assignee is a tenant or subtenant within ENKA Moscow Real Estate Group; (ii) the proposed subtenant or assignee is in negotiations with one of companies of ENKA Moscow Real Estate Group; (iii) the proposed subtenant or assignee is entitled to diplomatic or sovereign immunity; (iv) the proposed sublease or transfer would assignment violates Landlord’s non-competition commitments before the other tenants of the Building and/or Naberezhnaya Tower Complex. For the purpose of this Article Naberezhnaya Tower Complex shall include the Building and both 17-floor and 27-floor parts of the building located at 00 Xxxxxxxxxxxx Xxxxxxxxxxxx, Xxxxxx and ENKA Moscow Real Estate Group shall include the following companies as of the date of this Lease: ENKA INSAAT VE SANAYI ANON IM SIRKETI, “City Center Investment B.V.”, LLC “Mosenka”, “E+K Development and Management S.A.” and LLC “Moskva - Krasnye Holmy”, LLC “ENKA TC”. Tenant may not subject the Lessor to a violation of laws advertise or regulations applicable list Premises for sublease or this Lease for assignment either directly or through any agent or agency without Landlord’s prior written consent. Notwithstanding any provisions to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to contrary contain in this Lease, the Parties agree that Tenant shall have the right to sublease any part of Premises to its affiliated parties, subject to prior written notice which shall be sent to Landlord not later than 2 (ytwo) Lessee remains liable for all obligations weeks before signing sublease agreement and provision of documents confirming affiliation. The Parties further agree that requirements of item (b) of this Article 10.1 shall not apply to sublease of Premises or their part to Tenant’s affiliates, unless square meter occupancy cost (as defined below) payable by subtenant exceeds square meter occupancy cost payable by Tenant under this Lease after giving effect to more than 5% (five percent). (b) Unless otherwise expressly stipulated by this Lease, Tenant shall not sublease any part of Premises at a higher square meter occupancy cost than is payable by Tenant under this Lease (such assignment, sublease or transfer, and (z) Lessor retains all of its interests occupancy cost being in and benefits respect of the Cash Collateral and receives prior certification thereof from Lease the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any aggregate of the Lessee’s obligations hereunder rate of Base Rent and the Lessee rate of Fixed Maintenance Charge allocated on a per square meter basis of Premises and, in respect of the proposed sublease, the equivalent payments due under such proposed sublease). If Tenant subleases Premises in full or in part at a higher square meter occupancy cost than is payable by Tenant under this Lease (as specified above) then Tenant shall remain directly and primarily liable pay to Landlord as a penalty any amounts due to Tenant under the sublease in excess of the total amount of Base Rent and Fixed Maintenance Charge due under this Lease with respect by Tenant to Landlord. Such difference shall be included into calculation of the Leased Property and penalty payment. If payment for electricity which Tenant receives from subtenant exceeds the Operative Documents to sums which it is a partyLandlord receives from Tenant as Calculated Maintenance Charge then the amount of penalty shall also be increased by the exceeding sum. Each sublease permitted hereby All such penalty payments shall be made and each month in which Tenant shall expressly provide receive payments under the sublease agreement in writing that it is subject and subordinate to this Lease and the rights violation of the Lessor hereunder, shall expressly provide for the surrender provision of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph item (b) of this Article XII10.1, Lessee may not assign or transfer its rights and obligations under this Lease and later than 10 (ten) calendar days after the other Operative Documents unless (a) on issuing of Landlord’s invoice therefore. Tenant shall provide Landlord with an original of the effective date sublease agreement not later than the first day of any such assignment and transfer, no Event the term of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, sublease. (c) No sublease shall relieve Tenant from its obligations, undertakings and liabilities hereunder, Tenant remaining liable to Landlord under all filings of or in respect of any such assignment terms and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsLease.

Assignment and Subleasing. During the (a) Except an assignment in connection with a Permitted Sale Transaction (which shall be permitted without Lessor prior written consent), Lessee shall not assign this Lease Term, the Lessee may assign, sublease or transfer without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to any Personassignment that requires its consent, at any timeprovided that, in whole or in part, its right, title or interest in, to or under this Lease or any portion that no Event of the Leased Property without the prior written consent of the Lessor Default then exists and so long as (v) immediately following any such assignment, sublease or transfer would not subject Lessor has reasonably determined that (x) the Lessor to a violation of laws or regulations assignee shall be in pro forma compliance with the covenant applicable to the Lessor including those promulgated by OFACCombined Lessees set forth in Section 16.1(k), (w) no Event of Default shall have occurred to the extent then applicable, and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for a Person than owns 51% or more of the direct or indirect Equity Interests of the assignee shall be in pro forma compliance with the covenants applicable to Adeptus set forth in Section 16.1(l) (which compliance shall be measured to include such Person’s subsidiaries, as applicable), and provided further that (i) the assignee shall assume in writing and agree to keep and perform all obligations under of the terms of this Lease after giving effect on the part of Lessee to any be kept and performed; (ii) an original counterpart of each such assignmentassignment and assumption, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the duly executed by Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement assignee in form and substance reasonably satisfactory to the Lessor, shall be delivered promptly to Lessor; and (ciii) Lessor shall have received the necessary Credit Enhancements from such assignee comparable to that existing prior to such assignment. If the foregoing conditions are satisfied, then Lessee shall be released from all filings of liabilities and obligations accruing under this Lease from and after such assignment. Notwithstanding anything contained in this Lease to 55 (b) Lessee may sublease one or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance more portions of the Leased Property in accordance from time to time provided that (i) the Tenant Lease and the Tenant shall comply with the terms hereofprovisions of Section 22.2, (eii) the Lessor shall have received opinions an original counterpart of counsel with respect thereto each such Tenant Lease, duly executed by Lessee and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor Tenant shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request be delivered promptly to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwiseLessor, and (iiii) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to remain primarily liable, as principal rather than as surety, for the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any prompt payment of the Lessee’s obligations Rent and for the performance and observance of all of the obligations, covenants and conditions to be performed by Lessee hereunder and under this Lease or all of the other Operative Documentsdocuments executed in connection herewith.

Assignment and Subleasing. During the Lease Term, the No Lessee may assign, sublease or transfer to assign any Person, at any time, in whole or in part, of its right, title or interest in, to or under this Lease Lease, except as set forth in the following sentence. Each Lessee may sublease all or any portion of the any Leased Property without the prior written consent Property, provided that (a) all obligations of the Lessor so long such Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no sublease had been made; and (vb) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is shall be expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease Loan Agreement and the other Operative Documents unless shall terminate on or before the Lease Termination Date, except that if such sublease is on commercial terms, provides for not less than fair market rent during its entire term (a) on in each case, taking into account the effective date type of property and location of the related Leased Property), which standard shall be confirmed by a third party appraisal reasonably satisfactory to Lessor if requested by Lessor, and provides that Lessor shall not be personally liable for any obligations under such sublease, such sublease may extend beyond the Lease Termination Date and Lessor shall execute a subordination and non-disturbance agreement in substantially the form attached as Exhibit B with respect to such sublease if requested to do so by the related Lessee. The related Lessee shall promptly reimburse Lessor for any and all costs and expenses incurred by Lessor or the Agent with respect to any such sublease. Each Lessee shall give the Agent and Lessor prompt written notice of any such assignment sublease and transfershall include a copy of such sublease with such notice. Except pursuant to an Operative Document, no Event of Default existsthis Lease shall not be mortgaged or pledged by any Lessee, (b) the parties enter into an assignment agreement nor shall any Lessee mortgage or pledge any interest in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting or any provisions of this Article XII, any portion thereof. Any such assignment and transfer mortgage or pledge shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentsbe void.

Assignment and Subleasing. During (a) Tenant will have the right to assign its interest under this Agreement, in whole or part, without Landlord’s consent, to an entity the has the financial capacity and operational experience to assume the obligations of Tenant’s hereunder, and which assignee is either: (i) Tenant’s Affiliate, (ii) any entity with a net worth of at least Twenty Million Dollars ($20,000,000) or (iii) any entity that acquires all or substantially all of the Tenant’s assets in the market defined by the Federal Communications Commission in which the Property is located. Upon notification to Landlord of such assignment and the written assumption of the obligations of tenant hereunder by such assignee, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement provided that the assignee agrees, in writing, to be bound by all of the terms and conditions contained in this Agreement and such agreement (redacted, if required by Tenant) is delivered to Landlord. Tenant may not otherwise assign this Agreement without Landlord’s consent, Landlord’s consent not to be unreasonably withheld, conditioned, or delayed. Landlord may assign its interest in this Lease Term, the Lessee may assign, sublease or transfer to any Personperson or entity who acquires Landlord’s fee interest in the Premises and assumes the obligations of landlord in writing, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of Tenant. (b) Landlord acknowledges that Tenant is in the Lessor so long as (v) any such assignment, sublease business of subleasing all or transfer would not subject portions of the Lessor Premises to a violation of laws or regulations applicable subtenants pursuant to the Lessor including those promulgated by OFAC, (w) no Event of Default separately negotiated subleases entered into between Tenant and each subtenant. Tenant shall have occurred and be continuing orthe exclusive right to enter into any sublease with its sublessee customers without the consent of Landlord provided that notwithstanding the terms of that certain sublease, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains Tenant shall remain liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral terms and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies conditions of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights Tenant shall fulfill each covenant contained herein; and further provided that any such sublessee agrees to be bound by all of the Lessor hereunderterms and conditions of this Lease. Tenant and each subtenant shall remain liable for and hereby indemnifies and shall protect and defend Landlord, shall expressly provide for it’s officials, employees, officers, directors, agents, and representatives from and against all costs, damages or liability (including reasonable attorney fees) resulting from any act or omission of such subtenant. Notwithstanding anything contained herein to the surrender of the Leased Property contrary, each subtenant must comply with all applicable licensing and/or permitting requirements imposed by the sublessee at the election City of the Lessor after an Event of DefaultFerguson, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsMO.

Assignment and Subleasing. During Tenant shall not assign this Lease, sublet the Lease Termentire Premises or otherwise transfer any interest in this Lease, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long Landlord, which consent will not be unreasonably withheld. Landlord's consent may be conditioned upon the proposed assignee being of equal or greater financial strength as Tenant or Tenant's guarantor (vif any). No consent to an assignment or sublease shall release Tenant or Tenant's guarantor (if any) from any such assignmentobligations under this lease. If Tenant is a corporation, a transfer of more than 25% of the stock of said Tenant corporation shall be deemed an assignment for purposes of this Lease. Tenant shall not sublet portions of the Premises without Landlord's prior written consent, which shall be in Landlord's sole and absolute discretion. In the event of any sublease or transfer would not subject hereunder, Landlord shall be entitled to receive, in addition to any and all rent otherwise required under this Lease, one hundred (100%) percent of any amount paid to Tenant, by a sub-tenant, above the Lessor rent payable by Tenant to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate Landlord pursuant to this Lease. If a sublease is permitted by Landlord, (y) Lessee remains liable Tenant agrees to furnish Landlord with a photostatic copy of each sublease made for all obligations space in the Premises. Tenant shall not hypothecate, transfer, pledge or otherwise encumber this Lease or Tenant's right hereunder nor shall Tenant permit any such encumbrance. Any attempt at assignment, sublease, pledge, transfer or encumbrance of this Lease without the prior written consent of Landlord shall be null and void, and a default under this Lease Lease. Tenant shall and does hereby indemnify and agree to hod Landlord harmless from any and all liabilities, claims and causes of action arising under any terms and conditions of every sublease, license or concession agreement, unless such liabilities, claims and causes of action arise by reason of a default or breach by Landlord, or the negligent conduct or activity of Landlord, its agents or employees, under this Lease. If all or any part of the Premises be sublet or occupied by anyone other than Tenant, Landlord may, after giving effect to default by Tenant, collect sub rent from any such assignment, sublease and all subtenants or transferoccupants, and (z) Lessor retains all of its interests in and benefits of apply the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect net amount collected to the Leased Property and the Operative Documents net annual rent reserved herein, but no such collection shall be, or be deemed to which it is be, a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date waiver of any such assignment and transferagreement, no Event term, covenant or condition of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the acceptance by Landlord of any subtenant or occupant as Tenant, or a release of Tenant form performance by Tenant of its obligations under this Lease. To secure the prompt and full payment by Tenant of the rental in this Lease reserved and the faithful performance by Tenant of al the other Operative Documentsterms and conditions herein contained on its part to be kept and performed, Tenant hereby assigns, transfers and sets over unto Landlord, subject to the conditions hereinafter set forth, all of Tenant's right, title and interest in and to all subleases that may hereafter be made and in and to all concession agreements hereafter made affecting any part of the Premises.

Assignment and Subleasing. During the Tenant may assign this Lease Termupon one hundred twenty (120) days written notice to Landlord, the Lessee may assign, sublease or transfer to any Personperson controlling, at controlled by, or under common control with Tenant, or any timeperson or entity that, in whole after first receiving FCC or in partstate regulatory agency approvals, its rightacquires Tenant’s radio communications business and assumes all obligations of Tenant under this Lease. Upon such assignment, title or interest in, Tenant shall be relieved of all liabilities and obligations hereunder and Landlord shall look solely to or the assignee for performance under this Lease or any portion of and all obligations hereunder. Tenant may sublease the Leased Property without the prior Premises, upon written consent of the Lessor so long as (v) any such assignmentnotice to Landlord, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any only if such sublease is expressly subject and subordinate to the provisions of this Lease, (y) Lessee remains liable for all obligations under . Tenant may not otherwise assign this Lease after giving effect without written approval of Landlord. Additionally, Tenant may, upon notice to any such assignmentLandlord, sublease mortgage or transfer, and (z) Lessor retains all of its interests grant a security interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderAntenna Facilities, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions and may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date Antenna Facilities to any mortgagees or holders of any such assignment and transfersecurity interests, no Event of Default existsincluding their successors or assigns, (b) hereinafter collectively referred to as “Mortgagees”), provided such Mortgagees agree to be bound by the parties enter into an assignment agreement in form terms and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease. In such event, any Landlord shall execute such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters consent to leasehold financing as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in be required by Mortgagees. Landlord agrees to give Mortgagees the imposition same right to cure any default as Tenant or to remove any property of any unindemnified Taxes, (h) Tenant or Mortgagee located on the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsPremises.

Assignment and Subleasing. During Lessee shall have the Lease Term, the Lessee may assign, right to assign or sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease all or any portion of its interest under this Lease without Lessor’s consent to any (i) parent, subsidiary or affiliate of Lessee, (ii) party which results from any merger or consolidation of Lessee, and/or (iii) party which acquires all or substantially all the Leased Property assets or stock of Lessee, provided that such assignee or sublessee shall have a net worth of at least $100 million and that there is no change in use. Lessee shall not assign or sublease to an affiliate of Lessee with a net worth of less than $100 million without the prior written consent of Lessor. Excepting the Lessor so long as (v) two previous sentences, Lessee shall not assign or transfer this Lease nor sublet all or any such assignmentportion of the Premises to any party without the prior written consent of Lessor, which shall not be unreasonably withheld. If Lessee seeks to sublet or assign all or any portion of the Premises to a third party, a copy of proposed sublease or transfer would not subject the assignment agreement and all agreements collateral thereto shall be delivered to Lessor to a violation of laws or regulations applicable at least thirty (30) days prior to the commencement of the sublease or assignment (the “Proposed Effective Date”). In the event the sublease (1) by itself or taken together with prior sublease(s) covers or totals, as the case may be, more than fifty percent (50%) of the rentable square feet of the Premises and (2) is for a term which is at least seventy-five percent (75%) of the period remaining in the term of this Lease as of the time of the Proposed Effective Date, then Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and the right, to be continuing orexercised by giving written notice to Lessee, after giving effect to recapture the space described in the sublease. If such assignmentrecapture notice is given, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate it shall serve to terminate this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property proposed sublease space, or, if the proposed sublease space covers all the Premises, it shall serve to terminate the entire term of this Lease, in either case as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where necessary, of the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Lessee to the square feet originally demised and the Operative Documents to which it is a partythis Lease as so amended shall continue thereafter in full force and effect. Each sublease permitted hereby assignee or sublessee shall assume and be made and shall expressly provide in writing that it is subject and subordinate deemed to assume this Lease and shall be and remain liable jointly and severally with Lessee for payment of Rent and for the rights due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Lessee’s part to be performed or complied with, for the term of this Lease. In the event of any sublease or assignment of all or any portion of the Lessor hereunder, shall expressly provide for Premises where the surrender Rent reserved in the sublease or assignment exceeds the Rent or pro rata portion of the Leased Property by Rent, as the sublessee at the election of the Lessor after an Event of Defaultcase may be, shall provide that for such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor space reserved in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further thatLease, Lessee shall provide to pay the Lessor not less than thirty monthly, as additional Rent, at the same time as the monthly installments of Rent hereunder, eighty percent (3080%) daysof the excess of the Rent or other consideration to Lessee reserved in the sublease. In calculating excess Rent or other consideration which may be payable to Lessor under this paragraph, Lessee will be entitled to deduct commercially reasonable third party brokerage commissions and attorneys’ prior written notice fees and expenses incurred for the construction of Lessee improvements within the Premises reasonably and actually paid by Lessee in connection with such assignment or transfer, subletting if acceptable written evidence of such notice expenditures is provided to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsLessor.

Assignment and Subleasing. During the Lease Term, The rights and obligations of the Lessee under this Lease may assignbe assigned and delegated, sublease or transfer to any Personand the Project may be subleased, at any time, in as a whole or in part, its right, title or interest in, to or under this Lease or any portion of by the Leased Property Lessee without the prior written necessity of obtaining the consent of the Lessor so long as Lessor, subject, however, to each of the following conditions: (va) The assignee or sublessee shall meet the requirements for a successor corporation set forth in Section 8.03 hereof. (b) No assignment or sublease shall relieve the Lessee from primary liability for any of its obligations hereunder, and in the event of any such assignmentassignment or sublease, sublease the Lessee shall continue to remain primarily liable for payment of the Gross Rent and for the payment, performance, and observance of the other obligations and agreements on its part herein provided to be performed and observed by it. (c) The assignee or transfer would not subject sublessee shall assume in writing the Lessor obligations of the Lessee under the Lessee Contracts to a violation the extent of laws the interest assigned or regulations applicable subleased. (d) The Lessee shall furnish or cause to be furnished to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and assurances reasonably satisfactory to the Lessor that the Project will continue to be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits operated as a “project” within the meaning of the Cash Collateral and receives prior certification thereof from Act. (e) No such assignment or sublease shall give rise to a novation. (f) The Lessee shall, within thirty (30) days after the Lessee and such other evidence thereof as execution thereof, furnish or cause to be furnished to the Lessor may reasonably request. Unless a true and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies complete copy of each such assignmentassignment or sublease, sublease or transfer. No sublease will discharge or diminish any assumption of the Lessee’s obligations hereunder obligation, as the case may be. The Lessor shall have the right, at any time and the Lessee shall remain directly and primarily liable under the Lease with respect from time to the Leased Property and the Operative Documents time, to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and notify any assignee or sublessee of the rights of the Lessor hereunder, shall expressly provide for as provided by this Section. The Lessor confirms and recognizes that the surrender right of possession of sublessees of the Lessee to the Leased Property by the sublessee at the election Premises and their other rights arising out of the Lessor after an Event of Default, subleases shall provide that such provisions may not be directly enforced affected or disturbed in any way by the Lessor and shall provide that such sublessee expressly agrees or by the exercise of any rights or remedies by the Lessor for any reason other than one which would entitle the Lessee under the subleases to comply with dispossess the use restrictions set forth sublessees from the Leased Premises or which would constitute an event of default under the subleases. This Lease has been executed in Article X hereofseveral counterparts. Notwithstanding the first paragraph No assignments of this Article XII, Lessee may not assign an ownership or transfer its rights and obligations under security interest this Lease and the may be made other Operative Documents unless (a) on the effective date than by transfer of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documentscounterpart number 1.

Assignment and Subleasing. During (a) The Company may sublease the Lease TermProject, the Lessee may assign, sublease or transfer to any Person, at any time, in as a whole or in part. No sublease shall relieve the Company from primary liability for any of its obligations hereunder, and in the event of any such sublease, the Company shall continue to remain primarily liable for payment of the rents specified in Section 5.3 hereof and for the payment, performance, and observance of the other obligations and agreements on its part herein provided to be performed and observed by it. The Company shall furnish or cause to be furnished to the Issuer, upon request, assurances reasonably satisfactory to the Issuer that the Project will continue to be operated in compliance with the provisions hereof and for purposes permitted by the Act. The Issuer shall have the right, title or interest inat any time and from time to time, to or notify any sublessee of the rights of the Issuer as provided by this Section. The Issuer, at the request of the Company, shall enter into a non-disturbance agreement with any subtenant of the Project recognizing its rights and benefits under its sublease so long as the terms and conditions thereof do not conflict with this Lease. (b) The Company may not assign this Lease except as permitted by this Section. This Lease may be assigned in whole but not in part to a company that is the survivor of a consolidation, merger or any portion transfer of substantially all of the Leased Property assets of the Company without obtaining the consent of the Issuer or of the Holder. This Lease may be assigned to the Holder of the Bond without the consent of the Issuer. This Lease may be assigned to an Affiliate of the Company with the prior written consent of the Lessor so long Holder and without the consent of the Issuer. Except as provided herein, this Lease may be assigned only with the prior written consent of the Holder and of the Issuer. The Issuer's consent shall not unreasonably be withheld, conditioned or delayed. (vc) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable Notwithstanding anything to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to contrary set forth in this Lease, (y) Lessee remains liable for all obligations under the Company may assign its interest in this Lease after giving effect pursuant to any such assignment, sublease or transfer, and an Exempt Assignment (zhereinafter defined) Lessor retains all of its interests in and benefits without the approval of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option Issuer or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any Holder of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative DocumentsBond.

Assignment and Subleasing. During the Lease Term, the Lessee Company may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under not assign this Lease Agreement or any portion of sublet the Leased Mortgaged Property or part thereof without the prior written consent of Issuer which shall not be unreasonably withheld. Any such assignment shall include, without limitation, an assumption in writing by such assignee of all liabilities and obligations of Company under this Lease Agreement from and after the Lessor so long as (v) any effective date of such assignment, sublease or transfer would not subject the Lessor to a violation Guaranty, the Hazardous Substance Certification and Indemnification from and after the effective date of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease and any related documents. Notwithstanding the foregoing, no assignment or transfer, would exist, (x) subletting and no dealings or transactions between Issuer or Trustee and any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all sublessee or assignee shall relieve Company of any of its obligations under this Lease after giving effect to any such assignment, sublease or transferAgreement, and Company shall remain as fully bound as though no assignment or subletting had been made, and performance by any assignee or sublessee shall be considered as performance pro tanto by Company. In the event a sublease is permitted as provided in this Section 9.1 of the Lease Agreement, and in the event of the termination of this Lease Agreement pursuant to an event of default as defined herein, Issuer will recognize the subtenant under such permitted sublease as the direct tenant of Issuer for the balance of the sublease term; and provided, however, that at the time of the termination of this Lease Agreement (zi) Lessor retains no default exists under the sublease which at the time would then permit the landlord thereunder to terminate the same or to exercise any dispossess remedy provided for them and (ii) the subtenant shall deliver to Issuer an instrument confirming the agreement of such subtenant to attorn to the Issuer and to recognize the Issuer as the subtenant’s landlord under its sublease. It is understood and agreed that this Lease Agreement (and the Mortgaged Property) will be assigned and pledged to Trustee as security for the payment of the principal of and premium, if any, and interest on the Bonds, but otherwise Issuer shall not, without the prior written consent of company and Trustee, assign, encumber, sell, or dispose of all or any part of its interests rights, title, and interest in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Mortgaged Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunderAgreement, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees except to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property Company in accordance with the terms hereof, (e) the Lessor shall have received opinions provisions of counsel with respect thereto this Lease Agreement and such to Trustee or any other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request Person that takes title to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations Mortgaged Property as a result of a foreclosure or deed in lieu of foreclosure, transfer by any Person after a foreclosure or deed in lieu of foreclosure, or otherwise under the Indenture or this Lease or the other Operative DocumentsAgreement.

Assignment and Subleasing. During the Lease TermTenant may not, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignmentLandlord which shall not be unreasonably withheld, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under assign this Lease after giving effect to (or permit any such assignmentassignment of this Lease by operation of law) or sublet the Premises or any portion thereof or mortgage, sublease pledge or transferhypothecate its leasehold interest or grant any license within the Premises, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any attempt to do any of the Lessee’s obligations hereunder foregoing without the prior written consent of Landlord shall be void and no effect. In any case where Landlord consents to an assignment, sublease, mortgage, pledge or hypothecation of the Lessee shall leasehold, the undersigned Tenant will nevertheless remain directly and primarily liable under for the Lease with respect to the Leased Property performance of all covenants, duties and the Operative Documents to which it is a party. Each sublease permitted hereby obligations of Tenant and Landlord shall be made and shall expressly provide in writing that it is subject and subordinate permitted to this Lease and enforce the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XIILease against the undersigned Tenant and/or any assignee, subtenant or other transferee without demand upon or proceeding in any such way against any other person. The acceptance of an assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance or subletting of the Leased Property in accordance with Premises by any assignee or subtenant shall be construed as a promise on the terms hereofpart of such assignee or subtenant to be bound by and perform all of the terms, (e) the Lessor conditions and covenants by which Tenant herein is bound. Landlord shall have received opinions the option, upon receipt from Tenant of counsel with respect thereto and such other matters written request for Landlord's consent to subletting or assignment, to cancel this Lease as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessorportion of the Premises in question as of the date the requested subletting or assignment is to be effective. The option shall be exercised, violate the use restrictions set forth in Article X hereof or Applicable Laws and providedif at all, further that, Lessee shall provide within fifteen (15) days following Landlord's receipt of written notice by delivery to the Lessor not less than thirty (30) days’ prior Tenant of written notice of such assignment or transfer, such notice Landlord's intention to identify exercise the assignee or transfereeoption. No such assignment or subletting shall be construed to constitute a novation or to waive the requirement for obtaining consent to any subsequent assignment or subletting. In the event of default by Tenant after this Lease has been assigned or while the Premises are sublet, Landlord, in addition to any other remedies provided herein (or provided by law), may at Landlord's option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or subletting, and transfer will diminish Landlord may apply such rent against any sums due to Landlord by Tenant hereunder. No direct collection by Landlord from any such assignee or discharge subtenant shall release Tenant from Tenant's primary responsibility under the Lease (as aforesaid) and from the further performance of Tenant's obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided, and subsequently any rental or other sums received by Tenant under any such sublease are in excess of the rent and other sums payable by Tenant under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its sole option, either (1) declare such excess rental under any sublease or such additional consideration for an assignment to be due and payable by Tenant to Landlord as additional rent hereunder. Landlord shall have the right to transfer, assign, mortgage, convey and sublease all or any part of the Premises and this Lease, and nothing contained in this Lease shall be construed as a restriction upon Landlord's right to do any of the Lessee’s foregoing. If Landlord transfers this Lease, either specifically or by virtue of a transfer of all or any part of the Premises, then Landlord shall thereby be released from all obligations under this Lease or the other Operative Documentsarising hereunder after such transfer, and Tenant agrees to look solely to such assignee for performance of such obligations.