Common use of Assignment by Lessee Clause in Contracts

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement GuarantorPerson, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-in- possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any include a merger or consolidation of Lessee which would violate the provisions of (I) or (II) aboveLessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, agreement shall have been delivered to Lessor, the Servicer Lessor and the Indenture TrusteeLender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee Lender shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents Mortgage and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trusteeany related debt documents. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or suretyguarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other any assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guarantyLessee may, in form and scope acceptable Lessor’s name, but at Lessee’s expense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor and the Indenture Trusteeshall reasonably cooperate with Lessee in such efforts. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer Lessor and the Indenture Trustee Lender of any proposed assignment of this Lease at least within thirty (30) Business Days prior to days after the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as (a) Lessee shall not assign, sublet, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, without the prior written consent of Lessor, which consent shall not be unreasonably withheld. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed consent to any subsequent assignment. Any assignment or transfer of this Lease by transfer of a majority interest of stock in one transaction or a series of related transactions, asset sale, merger, consolidation, liquidation or dissolution, or any changes in the ownership of, or power to vote in excess of fifty percent (50%) of its outstanding stock in one transaction or a series of related transactions, shall constitute an assignment for purposes of this Section. (b) For purposes of this Section 14.02, in addition to any other reasonable grounds for refusal, Lessor’s consent to any assignment or sublease shall be deemed reasonably withheld if, in Lessor’s good faith judgment, any one or more of the following apply: (i) the proposed transferee is not in a financial condition to comply with its financial obligations under the assignment or sublease; (ii) either the proposed transferee, or any affiliate of the proposed transferee, occupies or is negotiating with Lessor to lease the Property or any other building owned by Lessor and its related parties; (iii) the use of the Premises by the proposed transferee would, in Lessor’s reasonable judgment, not comply with the terms of the Lease; (iv) if the space subject to the assignment or sublease is only a portion of the Property and the physical division of such portion is, or would render the Property, irregular in shape and configuration or without appropriate ingress or egress and facilities suitable for normal leasing purposes, or is otherwise not readily divisible from the Property; (v) the proposed transferee is a government, governmental entity (or an agency or instrumentality thereof); or (vi) an uncured Event of Default exists under the Lease at the time Lessee requests Lessor’s consent to the proposed transfer. (c) Notwithstanding anything to the contrary contained in this Section 14.02 and provided that no Lease Event of Default has occurred and is continuingcontinuing at the time of the proposed assignment or other transfer, Lessee may, at and provided further that any assignee agrees to assume all of Lessee’s sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in under this Lease, which obligations Lessee shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the rightright to assign or otherwise transfer all, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from less than all, of its obligations interest in, to and under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers without Lessor’s consent to Lessor and the Indenture Trustee a reaffirmation an Affiliate of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Property in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in STORE / RT Logic (Kratos) Second A&R Lease Agreement File No. 7210/02-525.1 4816-6651-1278.2 Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. (b) Notwithstanding anything to the contrary contained in this Section 14.02 and provided that no Lease Event of Default has occurred and is continuingcontinuing at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Lessee mayshall have the right to assign or otherwise transfer all, at Lessee’s sole expensebut not less than all, without the consent of Lessorits interest in, assign to and under this Lease without Lessor’s consent to (i) any entity which purchases or otherwise acquires all or substantially all of the assets of Lessee in a bona fide sale for fair market value, or (ii) a period that does not extend beyond Qualified Operator (each, a “Permitted Transfer”). A “Qualified Operator” shall mean a Person who (x) for two (2) consecutive years immediately prior to the Lease Termdate of assignment or transfer and (y) on a proforma basis following the consummation of such assignment or transfer (all as determined by Lessor upon review of financial statements provided by the assignee prior to the proposed lease assignment and in a form reasonably satisfactory to Lessor), to (A) any Affiliate has a CFCCR (defined below) of Lessee or Guarantor or at least 1.50x; (B) any Replacement Guarantor generates EBITDA (as defined in the Guaranty)below) of at least $60,000,000, or any Affiliate and (C) has a Lease Adjusted Leverage (defined below) of a Replacement Guarantor, no more than 6.50x; provided, however, that in each case any such Person Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall causing to be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, Servicerin writing, Indenture Trustee and Lessee, which guaranty shall have been delivered to Lessor, be from an entity that meets the Servicer and the Indenture Trusteerequirements of (A), (iiB) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iiiC) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” set forth in this LeaseSection 14.02. In the event that Lessee effects a Permitted Transfer pursuant to clause (ii), which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy any liability arising under this Lease from and after the date of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), assignment and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee Guarantor shall be released from its obligations hereunder, as provided below, Lessee’s any liability hereunder shall continue notwithstanding arising under the rejection Guaranty from and after the date of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless In the event that Lessee effects a Permitted Transfer pursuant to clause (i), Lessee shall not be released from its obligations hereunder, as provided below, in the event Lessee assigns liability under this Lease and it nor shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall Guarantor be released from its obligations liability under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.. For purposes hereof:

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s 's sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty)Person, or any Affiliate of a Replacement GuarantorPROVIDED, provided, howeverHOWEVER, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-in- possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any include a merger or consolidation of Lessee which would violate the provisions of (I) or (II) aboveLessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, providedPROVIDED, howeverHOWEVER, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, agreement shall have been delivered to Lessor, the Servicer Lessor and the Indenture TrusteeLender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee Lender shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents Mortgage and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trusteeany related debt documents. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “"Lessee” " in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or suretyguarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other any assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s 's liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guarantyLessee may, in form and scope acceptable Lessor's name, but at Lessee's expense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor and the Indenture Trusteeshall reasonably cooperate with Lessee in such efforts. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s 's interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer Lessor and the Indenture Trustee Lender of any proposed assignment of this Lease at least within thirty (30) Business Days prior to days after the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as no Lessee shall not assign this Lease Event or any interest therein, nor sublet the Premises or any part thereof or any right or privilege appurtenant thereto, nor permit any other person, firm or entity to occupy or use the Premises or any portion thereof without first obtaining the written consent of Default has occurred and is continuing, Lessee mayLessor. Lessor shall have the right, at its option, to terminate this Lease as to any portion of the Premises covered by a proposed assignment or sublease, or to approve any such assignment or sublease only upon the condition that (a) all rentals paid by the assignee or sublessee in excess of the rentals due from Lessee hereunder, shall be paid directly to Lessor, (b) the proposed assignee or sublessee is financially capable of assuming Lessee’s 's obligations hereunder, in the sole expensejudgment of Lessor, (c) the rental to be paid by the proposed assignee or sublessee is equivalent to the then market rental for similar space in The Woodlands, and (d) the proposed assignee or sublessee agrees to use the Premises only for the uses permitted by Lessee under this Lease, and to comply with all of the other terms and conditions of this Lease. Otherwise, Lessor's consent to any proposed sublease or assignment shall not be unreasonably withheld. Consent by Lessor to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by the same or another person. Consent to an assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be kept and performed by Lessee hereunder, unless Lessor specifically and in writing releases Lessee from said liability. In addition, an amendment, modification or extension of the Lease after the assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be performed by Lessee hereunder. Any assignment or subletting by operation of law or otherwise, (including without limitation, a transfer of controlling interest in Lessee to any other person, firm or entity) without the prior written consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Termshall be void and shall, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement option of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee terminate this Lease. Lessee covenants and Lessee, shall have been delivered to Lessor, agrees that when the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment prior written consent of Lessor is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceableobtained, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event the subletting or assignment is to be arranged through public advertisement or listing of any kind, Lessee assigns this Lease and it shall thereafter be rejected will treat all applications for sublease or assignment in a bankruptcy or similar proceeding, a new lease identical uniform manner and will award leases according to this Lease objective standards. No decision on any application shall be reinstituted as between Lessor and Lessee without further act made on the grounds of either partythe applicant's race, provided color, religion, sex, handicap, familial status, or national origin. Notwithstanding anything contained herein to the contrary, Lessor shall not be obligated to deliver to Lessee possession of the Property free of entertain or consider any tenancy created or caused request by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable consent to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy or sublease of all or any part of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Premises unless each request by Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.is accompanied by a

Assignment by Lessee. So long as no Lessee shall not assign this Lease Event of Default has occurred and is continuingor any interest therein, Lessee maynor sublet the Premises or any part thereof or any right or privilege appurtenant thereto, at Lessee’s sole expensenor permit any other person, firm or entity to occupy or use the Premises or any portion thereof without first obtaining the written consent of Lessor, assign which consent shall not be unreasonably withheld or delayed. Lessor shall have the right, at its option, to terminate this Lease for as to any portion of the Premises covered by a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee proposed assignment or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty)sublease, or any Affiliate of a Replacement Guarantor, provided, however, that in each case to approve any such Person assignment or other Person is not sublease only upon the condition that (Ia) a tax-exempt entity (within 50% of all rentals, after all reasonable expenses associated with the meaning of Section 168(h) assignment or sublease are deducted, paid by the assignee or sublessee in excess of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereofrentals due from Lessee hereunder, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered paid directly to Lessor, the Servicer and the Indenture Trusteeproposed assignee or sublessee is financially capable of assuming Lessee's obligations hereunder, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations sole judgment of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee)Lessor, and (b) the proposed assignee or sublessee agrees to cure any default use the Premises only for the uses permitted by Lessee or under this Lease, and to comply with all of the other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection terms and conditions of this Lease by an assignee or any sublease of this Lease. Notwithstanding anything contained herein to the contrary, if Lessor elects to terminate the Lease pursuant to this Section 365 33, Lessee, no more than once during the initial Term, may rescind its request to assign the Lease or sublet the Premises within 10 business days after Lessor's notice of Title 11 termination. Consent by Lessor to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by the same or another person. Consent to an assignment or sublease shall not release Lessee from liability for the continued performance of the United States Codeterms and provisions to be kept and performed by Lessee hereunder, unless Lessor specifically and in writing releases Lessee from said liability. In addition, an amendment, modification, or extension of the Lease after the assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be performed by Lessee hereunder. Any assignment or subletting by operation of law or otherwise, (including without limitation, a transfer of controlling interest in Lessee to any other provision person, firm or entity) without the prior written reasonable consent of the Bankruptcy CodeLessor, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereundervoid and shall, as provided belowat the option of Lessor, terminate this Lease. Lessee covenants and agrees that when the prior written consent of Lessor is obtained, and in the event the subletting or assignment is to be arranged through public advertisement or listing of any kind, Lessee assigns this Lease and it shall thereafter be rejected will treat all applications for sublease or assignment in a bankruptcy or similar proceeding, a new lease identical uniform manner and will award leases according to this Lease objective standards. No decision on any application shall be reinstituted as between Lessor made on the grounds of the applicant's race, color, religion, sex, handicap, familial status, or national origin. Notwithstanding anything contained to the contrary, it is agreed that the requirement for prior written consent in this Section 33, an assignment or subletting by operation of the transfer of the controlling interest in Lessee relates to the protection of Lessor's economic rights and Lessee without further act of either party, provided Lessor interests under this Lease. The requirement for receiving Lessor's prior written consent shall not be obligated to deliver to Lessee possession necessary if any such transfer does not have an adverse impact on Lessor's economic rights and interests. "Transfer of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence controlling interest", for purposes of this Section 11.133 is defined to mean the transfer or accumulation, Lessee by or in any one entity or person, of twenty percent (but not Guarantor20%) shall be released from its obligations under this Lease provided that Guarantor (or more of the corporate shares or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation voting rights that accompany ownership of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guarantycorporate shares.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without the consent of Lessor, (but, except for assignments to an Affiliate of Lessee, not prior to occupancy by Lessee of the Improvements following construction thereof in accordance with the provisions of Article 4 of this Lease) assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement GuarantorPerson, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-in- possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any include a merger or consolidation of Lessee which would violate the provisions of (I) or (II) aboveLessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, agreement shall have been delivered to Lessor, the Servicer Lessor and the Indenture TrusteeLender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee Lender shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents Mortgage and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trusteeany related debt documents. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or suretyguarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other any assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guarantyLessee may, in form and scope acceptable Lessor’s name, but at Lessee’s expense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor and the Indenture Trusteeshall reasonably cooperate with Lessee in such efforts. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer Lessor and the Indenture Trustee Lender of any proposed assignment of this Lease at least within thirty (30) Business Days prior to days after the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s 's sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) and (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s 's liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s 's interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement GuarantorPerson, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-in- possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any include a merger or consolidation of Lessee which would violate the provisions of (I) or (II) aboveLessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, agreement shall have been delivered to Lessor, the Servicer Lessor and the Indenture TrusteeLender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee Lender shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents Mortgage and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trusteeany related debt documents. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” Lessee in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or suretyguarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other any assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guarantyLessee may, in form and scope acceptable Lessor’s name, but at Lessee’s expense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor and the Indenture Trusteeshall reasonably cooperate with Lessee in such efforts. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer Lessor and the Indenture Trustee Lender of any proposed assignment of this Lease at least within thirty (30) Business Days prior to days after the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, subject to Lessor's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed} and at Lessee’s 's sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement GuarantorPerson, provided, however, that in each case any such Person or other Person is not (Ii) a tax-tax exempt entity (within the meaning of Section 168(h) of the Code) or (IIii) a debtor or debtor-in-debtor in possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (Ii) or (IIii) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, in a form reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) Guarantor, if any, shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “"Lessee” " in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assigneesassignee, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s 's liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s 's interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee Lessor of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long as (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor, such consent not to be unreasonably withheld conditioned or delayed. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. (b) Notwithstanding anything to the contrary contained in this Section 14.02 and provided that no Lease Event of Default has occurred and is continuingcontinuing and provided further that any assignee agrees to assume all of Lessee's obligations under this Lease, Lessee mayshall have the right to assign or otherwise transfer all, at Lessee’s sole expensebut not less than all, without the consent of Lessorits interest in, assign to and under this Lease without Lessor's consent to (i) an Affiliate of Lessee, (ii) any entity which purchases or otherwise acquires all or substantially all of the assets or equity interest of Lessee in a bona fide sale for fair market value, or (iii) a period that does not extend beyond Qualified Operator. A "Qualified Operator" shall mean a Person who, for two (2) consecutive years immediately prior to the Lease Termdate of the proposed assignment or transfer, to (A) any Affiliate has a CFCCR (defined below) of Lessee or Guarantor or at least 5.0x, (B8) generates EBITDA (defined below) any Replacement Guarantor of at least $8,500,000.00, and (as C) has a Lease Adjusted Leverage (defined in the Guarantybelow) of no more than 3.0x (each, a "Permitted Transfer"), or any Affiliate of a Replacement Guarantor, ; provided, however, that in each case any such Person Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall causing to be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, Servicerin writing, Indenture Trustee and Lessee, which guaranty shall have been delivered to Lessor, be from an entity that meets the Servicer and the Indenture Trusteerequirements of (A), (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceableB), and (iiiC) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided set forth in the Guaranty) shall be released from its primary liability hereunder and shall continue definition of Qualified Operator herein. In the event that Lessee effects a Permitted Transfer pursuant to be obligated for all obligations of “Lessee” in this Leaseclause (iii), which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided belowany liability arising under this Lease from and after the date of such assignment. In the event that Lessee effects a Permitted Transfer pursuant to clauses (i) or (ii) (aunless the transferee under clause (ii) to receive is a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assigneeQualified Operator), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall not be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture TrusteeLease. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.For purposes hereof:

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without Notwithstanding anything to the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined contrary in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) SECTION 13 of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Master Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event of (a) a merger, sale of substantially all of the assets or other reorganization involving Lessee assigns this Lease and it shall thereafter be rejected in which the shareholders of Lessee immediately prior to such transaction own less than 50% of the voting securities of the surviving entity or purchaser of assets (or its parent) in such transaction or (b) a bankruptcy merger or similar proceedingother reorganization effected solely for the purpose of changing Lessee's jurisdiction of incorporation, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated withhold its consent to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease to the successor entity if each of the following conditions precedent is satisfied: (i) in the case of paragraph (a) above, the successor entity is as of the date of such assignment at least as creditworthy (as reasonably determined by Lessor in accordance with Lessor's usual credit standards) as Lessee on the date of this Lease; (ii) Lessee gives Lessor at least thirty (30) Business Days days prior to the effective date thereof and an executed copy written notice of the approved agreement such merger, sale of assignment and assumption within thirty assets or other reorganization; (30iii) days after the execution thereof. To the extent an assignee such merger, sale of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to assets or other reorganization does not adversely affect the rights of Bank; (iv) the corporation that results from such merger or other reorganization or which purchases the assets in the case of a sale of assets (the "Surviving Corporation") shall have executed and delivered to Lessor as against such assignee an agreement in form and substance reasonably satisfactory to Lessor, containing an assumption by the Surviving Corporation of the due and punctual performance and observance of each covenant and condition of Lessee in the Master Lease, Lease Line Schedule and Equipment Schedules (the "Lease Documents") and making representations and warranties with respect of such performance. Lessor acknowledges that pursuant to the terms Surviving Corporation similar in scope and substance to the representations and warranties made by Lessee in the Lease Documents; (v) the Surviving Corporation executes any precautionary financing statements or amendments thereto reasonably requested by Lessor; and (vi) immediately after giving effect to such merger, sale of assets or other reorganization, no Event of Default or, event which with the Guarantylapse of time or giving of notice or both, the Guarantor may would result in an Event of Default shall have occurred and be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guarantycontinuing.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, subject to Lessor's prior written consent (which consent shall not b unreasonably withheld, conditioned or delayed) and at Lessee’s 's sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement GuarantorPerson, provided, however, that in each case any such Person or other Person is not (I) a tax-tax exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-debtor in possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, in a form reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) Guarantor, if any, shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “"Lessee” " in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assigneesassignee, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s 's liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s 's interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee Lessor of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.

Assignment by Lessee. So long Lessee shall not, without Lessor’s prior written consent in each instance, such consent shall not unreasonably withheld, conditioned or delayed, convey, assign or encumber this Lease or any interest herein, directly or indirectly, voluntarily or by operation of law, including the merger or conversion of Lessee with or into another entity, or sublet all or any portion of the Premises, or permit the use or occupancy of any part of the Premises by anyone other than Lessee (collectively, “Transfer”). Except as no Lease Event otherwise hereinafter set forth, if Lessee is other than an individual, any change in “control” of Default has occurred Lessee shall constitute a Transfer, and is continuingthe surviving party in control shall be the Transferee. “Control” means the direct or indirect power to direct or cause direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. Conversely, Lessee mayshall not sublease space from, at Lesseeor assume the lease obligations of, another lessee in the Project without Lessor’s sole expenseprior written consent, such consent shall not be unreasonably withheld, conditioned or delayed. Following any Transfer, Lessee (and any guarantors) shall remain fully liable under this Lease, as then or thereafter amended with or without the notice to or consent of LessorLessee (or any guarantors), assign and Lessor may proceed directly under this Lease against Lessee (or any guarantor) without first proceeding against any other party. Lessee shall give Lessor written notice of any proposed Transfer at least 15 days prior to the anticipated effective date of the proposed Transfer, which notice shall include a complete detailed written description of the Transfer, the name, address, business and intended use of the Transferee; a current audited financial statement for the Transferee certified by a recognized accounting firm; a copy of the proposed Transfer document; appropriate evidence of the existence, good standing and signature authority of the Transferee in the state that the Land is located in; and such other pertinent information as Lessor reasonably requests, together with Lessor’s then-quoted Transfer processing fee as stipulated under the last paragraph of this section. If the proposed Transferee is subject to any new requirements under applicable law (including the Americans with Disabilities Act of 1990) affecting the Premises, (i) Lessee shall be liable for any costs or expenses to comply with such requirements, and (ii) to the extent such requirements require alterations, Lessee shall deliver for Lessor’s approval plans and specifications complying with such additional requirements and acceptable security assuring timely, lien-free completion of construction. If the aggregate consideration, including Base Rent, after deductions are made for concessions, tenant improvement costs and lease commissions incurred as a result of procuring such Transfer, paid to Lessee for a period Transfer exceeds that does not extend beyond payable by Lessee under this Lease (prorated according to the Transferred interest), then Lessee shall, within 15 days after receipt, pay 50% of such excess to Lessor. “Within 15 days after receipt of all required Transfer information, Lessor shall give Lessee written notice of its election (i) to consent to the Transfer; or (ii) to terminate this Lease as of the effective date of the Transfer as to the space covered by such Transfer for the remainder of the Term, in which event Lessee shall be relieved of its obligations accruing after the termination date with respect to the terminated interest (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) Lessee shall have the right, for a tax-exempt entity (within period of 5 days following the meaning giving by Lessor of Section 168(h) of the Code) its decision to terminate this Lease to rescind its request for consent to a Transfer); or (IIiii) a debtor or debtor-in-possession not to consent to the Transfer, in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignmentwhich event this Lease shall continue in full force and effect. For purposes hereofIf Lessor fails to timely make such election, an assignment Lessor shall be deemed any merger or consolidation of Lessee which would violate the provisions of to have elected option (I) or (IIiii) above. Any assignee Transfer occurring without Lessor’s consent, which shall assume in writing any obligations of Lessee arising from and after the effective date of the assignmentnot be unreasonably withheld, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lesseeconditioned or delayed, shall have been delivered to Lessorbe void and shall constitute a Default hereunder. In any event, the Servicer all renewal and the Indenture Trustee, (ii) such assignee shall have executed such instruments expansion options and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject preferential rights under this Lease are personal to the Assignment of Lease, the other Debt Documents and original Lessee under this Lease and shall not be exercisable by any Transferee unless such conveyance is enforceableapproved and consented to by Lessor in its sole and absolute discretion. Neither Lessor’s acceptance of any name for listing on the Building directory or other signage, nor Lessor’s acceptance of rent from any Transferee, shall be deemed, or substituted for, Lessor’s consent to a Transfer. “Lessor agrees not to unreasonably withhold, delay or condition its consent to any assignment of this Lease or sublease of the entirety of the Premises, provided that the proposed Transferee is (A) creditworthy defined as having a comparable net worth to that of Lessee as of the Extension Commencement Date, (B) an entity of good standing in its particular state of incorporation, (C) will use the Premises for only the use permitted in Section 4 of this Lease, and (iiiD) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf not then an occupant of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided Building or a person or entity with whom Lessor is then negotiating to lease space in the Guaranty) shall be released from its primary liability hereunder and shall continue Building for which Lessor has reasonably comparable space available in the Building to be obligated for all obligations of “Lessee” accommodate such proposed Transferee’s space needs. Additionally, notwithstanding anything to the contrary or apparent set forth in this Lease, which obligations shall continue in full effect (Y) a transfer of “control” of Lessee occurring as obligations a result of a principal and merger of Lessee into another entity shall not constitute a Transfer requiring Lessor’s consent so long as, within a period of thirty (30) days following such merger, Lessee (or the surviving entity) provides Lessor with written notice of such merger accompanied by a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice the merger documents filed with the Secretary of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against State of the Lessee, as well as any subsequent assignees, even State of Delaware if a copy has not been delivered to such requesting assignee)applicable, and (bZ) any Transfer to cure any default by Lessee entity which controls, is controlled by, or other assignee is under the Lease within the cure period provided for hereunder. Unless common control with, Lessee shall be released from its obligations hereundernot constitute a Transfer requiring Lessor’s consent so long as, as provided belowwithin a period of thirty (30) days following such Transfer, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization Lessee (or the rights Transferee) provides Lessor with written notice of creditorssuch Transfer accompanied by a copy of all documents effecting such Transfer. “Notwithstanding anything contained herein to the contrary, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession entertain or consider any request of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice consent to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy or sublease of all or any part of the approved agreement Premises unless each request by Lessee is accompanied by a nonrefundable fee payable to Lessor in the amount of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails $500.00 to perform on behalf of Lessee the obligations of Lessee hereundercover Lessor’s administrative, legal, and Lessee performs such obligations, then Lessee other costs and expenses incurred in processing each of Lessee’s requests. Neither Lessee’s payment nor Lessor’s acceptance of the foregoing fee shall be subrogated construed to the rights of impose any obligation whatsoever upon Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guarantyconsent to Lessee’s request.”

Assignment by Lessee. So long as no Lease Event A. Lessee shall not assign any of Default has occurred its rights under this Agreement, including, but not limited to, rights in any improvements, (whether such assignment is voluntarily or involuntarily, by merger, consolidation, dissolution, change in control, or any other manner), and is continuingshall not delegate any performance under this Agreement, except with the prior written consent of City to any of the same, in City’s sole discretion. As a condition of obtaining such consent, the transferee receiving any such right shall be required to execute a new lease agreement provided by City. Regardless of City’s consent, Lessee mayshall not be released from any obligations for matters arising during the time when this Agreement was in effect. Any purported assignment or delegation of rights or delegation of performance in violation of this Section 8.1 is void. B. If at any time Lessee desires to sell, assign, or otherwise transfer its interest under this Lease, including the Improvements existing on the Leased Premises, to a Buyer, and has obtained a bona fide offer for such sale, Lessee must first offer to sell, assign, or otherwise transfer such interest to the City, at the price and on the same terms as such bona fide offer, and the City shall have the right to purchase Lessee’s sole expense, without interest under such terms. Such offer must be in writing and state the consent name of Lessor, assign this Lease the proposed transferee and all of the terms and conditions of the proposed transfer. The City shall have the right for a period that does not extend beyond the Lease Term, to of ten (A10) any Affiliate of Lessee or Guarantor or twenty (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code15) or (II20) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement business days after receipt of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of offer from Lessee which would violate the provisions of to elect to purchase Lessee’s interest (Isuch ten (10) twenty (15) or (II20) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable business day period referred to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request “Election Period”). If the City does not desire to ensure that such assignment is purchase Lessee’s interest, Lessee may then sell, assign, or otherwise transfer its interest in this Agreement to the person making the said offer, at the price and terms set forth in the offer, subject to the Assignment requirements of Lease, Section 8.2A above. If Lessee fails to close such sale within sixty (60) days after the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf expiration of the Indenture TrusteeElection Period, any proposed sale, assignment or other transfer thereafter shall again be subject to this Section. Notwithstanding any such assignment, neither Lessee (except as provided below) nor This right of the Guarantor (except as provided in the Guaranty) City shall be released from its primary liability hereunder continuing and shall continue to be obligated for all obligations of “Lessee” in this Leasesurvive any sale, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection transfer of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease Lease. Lessee’s interests in whole this Agreement may only be sold, assigned or in part. Lessee shall provide written notice to Lessorotherwise transferred intact, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guarantywithout fractionalization.

Assignment by Lessee. So long as (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Property in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation 4830-8668-1413.9 STORE / RT Logic (Kratos) Lease Agreement (Existing Building Area) File No.: 7210/02-525.1 of Law or otherwise, without the prior written consent of Lessor. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. (b) Notwithstanding anything to the contrary contained in this Section 14.02 and provided that no Lease Event of Default has occurred and is continuingcontinuing at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Lessee mayshall have the right to assign or otherwise transfer all, at Lessee’s sole expensebut not less than all, without the consent of Lessorits interest in, assign to and under this Lease without Lessor’s consent to (i) any entity which purchases or otherwise acquires all or substantially all of the assets of Lessee in a bona fide sale for fair market value, or (ii) a period that does not extend beyond Qualified Operator (each, a “Permitted Transfer”). A “Qualified Operator” shall mean a Person who (x) for two (2) consecutive years immediately prior to the Lease Termdate of assignment or transfer and (y) on a proforma basis following the consummation of such assignment or transfer (all as determined by Lessor upon review of financial statements provided by the assignee prior to the proposed lease assignment and in a form reasonably satisfactory to Lessor), to (A) any Affiliate has a CFCCR (defined below) of Lessee or Guarantor or at least 1.50x; (B) any Replacement Guarantor generates EBITDA (as defined in the Guaranty)below) of at least $60,000,000, or any Affiliate and (C) has a Lease Adjusted Leverage (defined below) of a Replacement Guarantor, no more than 6.50x; provided, however, that in each case any such Person Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall causing to be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, Servicerin writing, Indenture Trustee and Lessee, which guaranty shall have been delivered to Lessor, be from an entity that meets the Servicer and the Indenture Trusteerequirements of (A), (iiB) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iiiC) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” set forth in this LeaseSection 14.02. In the event that Lessee effects a Permitted Transfer pursuant to clause (ii), which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy any liability arising under this Lease from and after the date of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), assignment and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee Guarantor shall be released from its obligations hereunder, as provided below, Lessee’s any liability hereunder shall continue notwithstanding arising under the rejection Guaranty from and after the date of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless In the event that Lessee effects a Permitted Transfer pursuant to clause (i), Lessee shall not be released from its obligations hereunder, as provided below, in the event Lessee assigns liability under this Lease and it nor shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall Guarantor be released from its obligations liability under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.. For purposes hereof:

Assignment by Lessee. So long as (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Property in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. 4837-1132-0135.14 STORE / RT Logic (Kratos) Lease Agreement (New Building Area) File No.: 7210/02-525.1 (b) Notwithstanding anything to the contrary contained in this Section 14.02 and provided that no Lease Event of Default has occurred and is continuingcontinuing at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Lessee mayshall have the right to assign or otherwise transfer all, at Lessee’s sole expensebut not less than all, without the consent of Lessorits interest in, assign to and under this Lease without Lessor’s consent to (i) any entity which purchases or otherwise acquires all or substantially all of the assets of Lessee in a bona fide sale for fair market value, or (ii) a period that does not extend beyond Qualified Operator (each, a “Permitted Transfer”). A “Qualified Operator” shall mean a Person who (x) for two (2) consecutive years immediately prior to the Lease Termdate of assignment or transfer and (y) on a proforma basis following the consummation of such assignment or transfer (all as determined by Lessor upon review of financial statements provided by the assignee prior to the proposed lease assignment and in a form reasonably satisfactory to Lessor), to (A) any Affiliate has a CFCCR (defined below) of Lessee or Guarantor or at least 1.50x; (B) any Replacement Guarantor generates EBITDA (as defined in the Guaranty)below) of at least $60,000,000, or any Affiliate and (C) has a Lease Adjusted Leverage (defined below) of a Replacement Guarantor, no more than 6.50x; provided, however, that in each case any such Person Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall causing to be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, Servicerin writing, Indenture Trustee and Lessee, which guaranty shall have been delivered to Lessor, be from an entity that meets the Servicer and the Indenture Trusteerequirements of (A), (iiB) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iiiC) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” set forth in this LeaseSection 14.02. In the event that Lessee effects a Permitted Transfer pursuant to clause (ii), which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy any liability arising under this Lease from and after the date of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), assignment and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee Guarantor shall be released from its obligations hereunder, as provided below, Lessee’s any liability hereunder shall continue notwithstanding arising under the rejection Guaranty from and after the date of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless In the event that Lessee effects a Permitted Transfer pursuant to clause (i), Lessee shall not be released from its obligations hereunder, as provided below, in the event Lessee assigns liability under this Lease and it nor shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall Guarantor be released from its obligations liability under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.. For purposes hereof:

Assignment by Lessee. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, expense and without the consent of Lessor, assign this Lease (in whole but not in part) for a period that does not extend beyond the then applicable Lease TermTerm (including any Renewal Term as to which Lessee has exercised its right to renew under Section 5.1), to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement GuarantorPerson, provided, however, that in each case any such Person or other Person is not (Ii) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (IIii) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any include a merger or consolidation of Lessee which would violate the provisions of (I) or (II) aboveLessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, agreement shall have been delivered to Lessor, the Servicer Lessor and the Indenture Trustee, Lender and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee Lessor and Lender shall reasonably request to ensure that such assignment is subject to the Assignment Mortgage and any related debt documents. Furthermore, no such assignment and assumption agreement shall permit the assignee to exercise any right to renew this Lease without the prior written consent of Lessee. Lessee shall provide written notice to Lessor and Lender of any assignment of this Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf together with an executed copy of the Indenture Trustee. agreement of assignment and assumption, within thirty (30) days after the execution thereof. (b) Notwithstanding any such assignmentassignment provided for in Section 1l.l(a), neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided belowFurthermore, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceedingof any such assignment, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor the Parent Guarantor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its it obligations under this Lease provided that Guarantor the Parent Guaranty. (or the Replacement Guarantor, as applicablec) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein Lessee shall be construed to permit Lessee to not mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide part without Lessor’s prior written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guarantyconsent.

Assignment by Lessee. So long as (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Property in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of Law or otherwise, without the prior written consent of Lessor. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. (b) Notwithstanding anything to the contrary contained in this Section 14.02 and provided that no Lease Event of Default has occurred and is continuingcontinuing at the time of the proposed assignment or other transfer, and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Lessee mayshall have the right to 4820-2439-8970. 3 STORE I RT Logic (Kratos) Amended and Restated Lease Agreement File No: 7210/02-525.1 assign or otherwise transfer all, at Lessee’s sole expensebut not less than all, without the consent of Lessorits interest in, assign to and under this Lease for a period that does not extend beyond the Lease Term, without Lessor’s consent to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf any entity which purchases or otherwise acquires all or substantially all of the Indenture Trustee. Notwithstanding any such assignment, neither assets of Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceedingbona fide sale for fair market value, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant to the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guaranty.or

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without Without the written consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that LESSOR first obtained in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Leasecase, which obligations shall continue in full effect as obligations of a principal and cannot of a guarantor or suretybe unreasonably withheld, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor LESSEE shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1assign, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantortransfer, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner encumber or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment dispose of this Lease at least thirty (30) Business Days prior for the Term hereof, or underlet the Leased Premises or any part thereof or permit the Leased Premises to the effective date thereof and be occupied by other persons, unless such sub-Lessee, assignee or transferee, is a related entity in which LESSEE holds an executed copy of the approved agreement of ownership interest. Lessor’s consent to such assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of or sublet does not release Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee from full responsibility in respect of such performance. Lessor acknowledges that pursuant to accordance with the terms of the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 21 this Lease. In the event of such assignment or sublet, it will be the responsibility of Lessee to assure the existence and maintenance of current and valid occupational permits and general liability insurance for every occupant of the Guarantyleased premises. If this Lease is assigned, or if the Leased Premises or any part thereof are underlet or occupied by anybody other than the LESSEE, the LESSOR may after default by the LESSEE collect or accept rent and pro rata expense payments from the assignee, sub-Lessee, or occupant and apply the net amount collected or accepted to the rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, sub-Lessee or occupant as LESSEE, nor shall it be construed as, or implied to be, a release of the LESSEE from the further observance and performance by the LESSEE of the term, provisions, covenants and conditions herein contained. Any costs incurred by LESSOR arising from LESSEE’S assignment, including attorney’s fees shall be paid by LESSEE.

Assignment by Lessee. So long as no Lease Event Lessee shall not, either voluntarily or by operation of Default has occurred and is continuinglaw, Lessee mayassign, at Lessee’s sole expensetransfer, without the consent of Lessormortgage, assign encumber, pledge or hypothecate this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceablePurchase Option, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “or Lessee” 's interest in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part, permit the use of the Premises or any part of the Premises by any persons other than Lessee or Lessee's employees, or sublease the Premises or any part of the Premises (each, a “Transfer”), without the prior written consent of Lessor, which consent may be withheld in Lessor's reasonable discretion. If Lessee is or becomes a profit corporation, an unincorporated association, limited liability company or a partnership, the assignment, transfer, mortgage, encumbrance, pledge or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership shall be deemed a Transfer within the meaning of this Section. Lessee shall provide written notice agrees to Lessor, the Servicer and the Indenture Trustee of reimburse Lessor for reasonable expenses incurred by Lessor in connection with any proposed assignment such request for a Transfer. Any transfer of this Lease at least thirty (30) Business Days prior from Lessee by merger, consolidation, liquidation or transfer of assets shall constitute a Transfer for the purposes of this Lease. Regardless of Lessor's consent, no Transfer shall release Lessee of Lessee's obligation to pay the effective date thereof rent and an executed copy to perform all other obligations to be performed by Lessee hereunder for the term of the approved agreement this Lease. The acceptance of assignment and assumption within thirty (30) days after the execution thereofrent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. To the extent an assignee Consent to one Transfer shall not be deemed consent to any subsequent Transfer. Any Transfer of this Lease fails to perform on behalf which is not in compliance with the provisions of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee this Section 15 shall be subrogated void. Notwithstanding the foregoing, Lessor shall have the absolute right to reject any proposed Transfer under any of the rights following circumstances: If, as a result of the Transfer, Lessor or the Premises would be subject to compliance with any law, ordinance, regulation or similar governmental requirement to which Lessor or the Premises were not previously subject, or as to which Lessor or the Premises has a variance, exemption or similar right not to comply. A Transfer to any prospective tenant with whom Lessor has, in the prior twelve (12) months, negotiated to lease space within a ten (10) mile radius of the Premises. A Transfer of less than all of the Premises where the configuration or location of the transferred premises is reasonably determined by Lessor to have an adverse effect on the ability of Lessor as against such assignee to lease the remainder of the Premises if Lessor were to terminate this Lease but agree to be bound by the Transfer. The person to whom the Transfer is to be made will not agree in respect of such performance. Lessor acknowledges that pursuant writing to be bound by the terms and conditions of this Lease; provided that this Lease shall not be enforceable against person to whom this Lease or the Premises is to be pledged until after the foreclosure or other realization upon such person’s lien or security interest. The financial condition of the Guaranty, person to whom the Guarantor may Transfer is to be replaced (and released) upon satisfaction of the conditions set forth in Section 21 of the Guarantymade is not reasonably satisfactory to Lessor.

Assignment by Lessee. So long LESSEE MAY NOT ASSIGN ANY LEASE OR ANY OF ITS RIGHTS HEREUNDER OR SUBLEASE THE PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR OR ITS ASSIGNS, WHICH SHALL NOT BE UNREASONABLY WITHHELD. NO PERMITTED ASSIGNMENT OR SUBLEASE SHALL RELIEVE LESSEE OF ANY OF ITS OBLIGATIONS HEREUNDER. If Lessee desires to assign this Lease, as provided above, to a new person or entity (a “New Lessee”), for any reason, including, but not limited to, a consolidation, merger, or conveyance, acquisition or lease of all or substantially all of Lessee’s assets to a New Lessee or a sale or more than 50% of Lessee’s equity ownership to a New Lessee (collectively, an “Assignment”), then at least thirty (30) days prior to the consummation of the Assignment, Lessee shall give Lessor written notice of the proposed Assignment and shall cause the New Lessee to provide Lessor with such documents and reports, including but not limited to financial statements and summaries, as may be reasonably requested by Lessor and shall request that the New Lessee execute and deliver to Lessor an agreement satisfactory in form and substance to Lessor, in its reasonable discretion, containing the New Lessee’s effective assumption of the Lease and its agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee’s obligations having previously arisen, or then or thereafter arising, under the Lease, together with any and all documents, agreements, instruments, certificates, opinions and filings requested by Lessor. Provided no Lease Event of Default has occurred and is continuingcontinuing and New Lessee’s creditworthiness, as reasonably determined by Lessor, is at least approximately equal to Lessee’s creditworthiness, as of the origination of this Lease, Lessor is required to and shall consent to the assignment of the Lease. If an Event of Default has occurred and is continuing or if the New Lessee’s creditworthiness is either not approximately equal to or worse than Lessee’s creditworthiness, as of the origination of this Lease, then Lessor may withhold its consent to the Assignment. In the event Lessor withholds its consent, as provided above, and Lessee continues with the Assignment to a New Lessee, Lessee may, at Lessee’s sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond shall be required to early terminate the Lease Term, by paying to Lessor the lesser of (Ai) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor the Early Termination Payment (as defined in the GuarantyLease Schedule), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee all sums owed through the date of termination, which shall have executed such instruments and other documents and provided such further assurances be determined as the Indenture Trustee Stipulated Loss Value effective as of the date of termination (“Change in Control Early Termination Payment”). Lessee’s failure to immediately pay the Early Termination Payment or Change in Control Early Termination Payment, as applicable, shall reasonably request to ensure that such assignment is subject to constitute an Event of Default under the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from entitled to exercise any of its primary liability hereunder rights and shall continue to be obligated for all obligations of “Lessee” in this remedies under the Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to grants Lessor a security interest in any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee existing or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any future sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guarantyproceeds thereof, in form and scope acceptable to Lessor and the Indenture Trusteewhether or not such sublease is prohibited. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance. Lessor acknowledges that pursuant Subject to the terms of this Lease, this Lease and each Schedule inure to the Guarantybenefit of, and are binding upon, the Guarantor may be replaced successors and assigns of Lessee, and, without limiting the foregoing, shall bind all persons who become bound as a “new debtor” (as defined in the Uniform Commercial Code) to this Lease and released) upon satisfaction of the conditions set forth in Section 21 of the Guarantyany Schedule.