Common use of ASSIGNMENT & SUBLETTING Clause in Contracts

ASSIGNMENT & SUBLETTING. The Concessionaire shall not, without the prior written consent of the BOR, assign the Concession Agreement, any Lease, or any interest in the Premises, or otherwise transfer or sublet the Premises or any part thereof or permit the use of the Premises by any party other than the Concessionaire and Permitted Residents. If the Concessionaire is a partnership, a limited liability company, or a limited liability partnership, a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners or members owning a controlling interest in the Concessionaire shall be deemed a voluntary assignment of the Concession Agreement and each Lease and subject to the foregoing provisions. If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of the Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaire, shall be deemed a voluntary assignment of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting of the Premises (other than to Permitted Residents) shall be effective unless and until (i) the BOR shall have consented in writing and (ii) there shall have been delivered to the BOR an agreement, in form and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the BOR to continue or terminate any sublease, in the BOR’s sole discretion, upon termination of the Concession Agreement and the Leases, and such sublessee agrees to recognize and attorn to the BOR in the event that the BOR elects under such circumstances to continue such sublease. Notwithstanding the assignment of the Concession Agreement and/or Leases or subletting of the Premises, the Concessionaire shall remain obligated for all liability to the BOR arising under the Concession Agreement, each Lease, and the Project Operating Agreement during the entire remaining Term.

ASSIGNMENT & SUBLETTING. The Concessionaire Tenant shall not, without the Landlord's prior written consent of the BORwhich shall not be unreasonably withheld: (a) Assign, assign the Concession Agreementhypothecate, any Leasemortgage, encumber, or convey this Lease or any interest in the Premises, or otherwise under it; (b) Allow any transfer or sublet the Premises thereof or any part thereof or permit the use of the Premises by any party other than the Concessionaire and Permitted Residents. If the Concessionaire is a partnership, a limited liability company, or a limited liability partnership, a withdrawal or change, whether voluntary, involuntary, or lien upon Tenant's interest by operation of law, of partners ; (c) Sublet the demised Premises in whole or members owning a controlling interest in the Concessionaire shall be deemed a voluntary assignment of the Concession Agreement and each Lease and subject part. The following provisions apply to the foregoing provisions. If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of the Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaire, shall be deemed a voluntary assignment of the Concession Agreement and Leases and subject subletting: (d) Prior to the foregoing provisions. No subletting of the Premises (other than to Permitted Residents) shall be effective unless and until (i) the BOR shall have consented in writing and (ii) there shall have been delivered to the BOR an agreement, in form and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the BOR to continue or terminate making any sublease, Tenant shall first notify Landlord in the BOR’s sole discretion, upon termination writing of the Concession Agreement and the Leases, and such sublessee agrees its election to recognize and attorn to the BOR in the event that the BOR elects under such circumstances to continue such sublease. Notwithstanding the assignment of the Concession Agreement and/or Leases sublease all or subletting a portion of the Premises, such notice to include a copy of the Concessionaire proposed sublease. At any time within thirty (30) days after service of said notice, Landlord shall remain obligated for all liability notify Tenant that: (i) it consents to the BOR arising under sublease, or (ii) it refuses to consent to the Concession Agreementsublease, each Lease, and or (iii) with respect to the Project Operating Agreement during proposed sublease of the entire remaining TermPremises, it cancels the Lease effective as of the beginning of the sublease term, or (iv) with respect to the proposed sublease of part of the Premises, effective as of the beginning of the sublease term it amends the Lease to reduce the Premises by the portion of the Premises proposed to be sublet and further appropriately amends the Lease because of the reduction of the Premises. (e) The use for which the Premises may be sublet shall be only for lawful office use in keeping with the general character of the Building. (f) If Tenant shall sublet the Premises at a rental in excess of the Rent, said excess rental shall be shared equally between Landlord and Tenant and shall be paid to Landlord promptly when due under any such subletting as additional rent hereunder. Any assignment or subletting shall not release Tenant of liability under this Lease or permit any subsequent prohibited act, unless specifically provided in such consent.

ASSIGNMENT & SUBLETTING. The Concessionaire Lessee shall notnot have the right to sublet or transfer (by assignment, or in any other manner (hereinafter referred to as sublet)) this Lease, or mortgage or otherwise encumber the leasehold interest of Lessee without first giving Lessor a written request for such transfer and without first obtaining in each and every instance the prior previous written consent of the BORLessor. Any assignment or hypothecation of the Demised Premises without the written consent of Lessor, assign shall be null and void. In no event shall Lessee be released from any liability hereunder. In the Concession Agreementevent that Lessee desires to sublet the Demised Premise, any in whole or in part, Lessee shall notify Lessor of its intention to do so. Lessor shall have thirty (30) days from the receipt of said notice to cancel this Lease, or in which event Lessor shall notify Lessee, and this Lease shall terminate as of the ninetieth (90th) day following Lessee’s notice to Lessor and Lessee shall be relieved of any interest in further liability hereunder. In the event Lessee serves such notice of its intention to sublet upon Lessor and Lessor does not exercise its said option to cancel within said 30-day period and there are no other conditions that might prevent a sublet, Lessee may then solicit sublet proposals for the Demised Premises, in whole or otherwise in part, at the then current market rental rate, for Lessor’s approval. Market rental shall be defined as mutually agreed between Lessor and Lessee. If Lessor and Lessee cannot agree on the definition of market rental, then the market rental shall be set by an M.A.I. licensed real estate appraiser acceptable to both Lessor and Lessee. Upon submission to Lessor by Lessee of a Sublet Agreement for the Demised Premises, in whole or in part, (said Agreement being subject to the Lessor’s written approval, mortgagee’s written approval, and this underlying Lease) executed by and between the Sublessor (and assigns) and Sublessee, Lessor may again at Lessor’s sole option, elect to terminate this Lease as of the effective date of the proposed transfer or sublet the Premises or any part by giving Lessee written notice thereof or permit the use within ten (10) days of the Premises by any party other than the Concessionaire and Permitted ResidentsLessee’s submission of said Sublet Agreement to Lessor. If the Concessionaire is a partnership, a limited liability company, or a limited liability partnership, a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners or members owning a controlling interest in the Concessionaire shall be deemed a voluntary assignment of the Concession Agreement and each Lease and subject to the foregoing provisions. If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of the Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaire, shall be deemed a voluntary assignment of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting of the Premises (other than to Permitted Residents) shall be effective unless and until (i) the BOR shall have consented in writing and (ii) there shall have been delivered to the BOR an agreement, in form and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the BOR to continue or terminate any sublease, in the BOR’s sole discretion, upon termination of the Concession Agreement and the Leases, and such sublessee agrees to recognize and attorn to the BOR in In the event that Lessor so elects to terminate this Lease, the BOR elects under same will terminate and Lessee shall be released from liability hereunder for the balance of the Term of this Lease. In the event that Lessor does not notify Lessee within said ten (10) day period of Lessor’s intent to terminate this Lease, then Lessee may enter into such circumstances Sublet Agreement with subtenant. In no event, however, shall Lessee be permitted to continue such subleasesublet the Demised Premises at a rental rate less than the then current market rental. Notwithstanding the assignment foregoing, Lessee shall be permitted with Lessor’s consent, which shall not be unreasonably withheld but not subject to Lessor’s right of termination as provided in Article 33, to sublet up to 75% (seventy-five percent) of the Concession Agreement and/or Leases or subletting floor area of the Premises, the Concessionaire shall remain obligated for all liability Demised Premises or to the BOR arising under the Concession Agreement, each Lease, and the Project Operating Agreement during sublet the entire Demised Premises for up to 75% of the remaining TermTerm of the Lease.

ASSIGNMENT & SUBLETTING. The Concessionaire Tenant covenants and agrees that the --------------------- Leased Premises shall notbe used and occupied only by Tenant or any permitted sublessees or assigns and only for the purpose above mentioned, in a careful, safe and proper manner. Tenant, for itself, its heirs, distributees, personal representatives, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor sublease, or use or permit the Leased Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld delayed or conditioned. In the BORevent that Landlord shall give such consent, Tenant shall nevertheless remain primarily liable for the terms of this Lease and shall not be relieved from any liability whatsoever under this Lease. Tenant shall bear the reasonable and actual legal review costs incurred by Landlord in connection with such assignment or subleasing. Any consent by Landlord to an assignment or subletting of this Lease shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. Although an assignment includes an assignment of the Lease to any subsidiary, parent or affiliate corporation of Tenant (a "Related Company"), Landlord's consent shall not be required so long as Related Company shall have a creditworthiness comparable to that of Tenant as of the date hereof and Tenant shall have complied with all other provisions of this Section 15 with respect to such assignment and the Related Company affirms, to Landlord's satisfaction, all aspects of the Lease. Tenant shall give Landlord reasonable evidence that such creditworthiness test has been met, together with such other detail as Landlord may reasonably request. Provided Tenant pays Landlord's costs in connection with any permitted assignment or subletting, then in the event that the amount of the rent to be paid to Tenant by an assignee or sublessee is greater than the rent required to be paid by Tenant to Landlord pursuant to this Lease, excluding Tenant's reasonable and actual expenses in marketing and transacting the sublease or assignment, Tenant shall pay to Landlord fifty percent (50%) any such excess as is received by Tenant from such assignee or sublessee. In the event Tenant desires to assign this Lease or to sublease all or any portion of the Concession AgreementLeased Premises, any LeaseLandlord shall have the right and option to terminate this Lease no later than the proposed commencement date of the sublease, which right or option shall be exercisable by written notice from Landlord to Tenant within thirty (30) days from the date Tenant gives Landlord written notice in reasonable detail of such proposed assignment or sublease. Any levy or sale in execution, or any interest assignment or sale in the Premisesbankruptcy or insolvency, or otherwise the appointment of a receiver or trustee of any of the property of Tenant by a state or federal court, or the transfer of any control (whether by operation of law, sale, lease, transfer, gift, merger, consolidation or sublet otherwise) of Tenant to persons or entities other than those maintaining control of Tenant on the date hereof shall be deemed an assignment within the meaning of this Section. If this Lease be assigned without Landlord's consent, or if the Leased Premises or any part thereof be subleased or permit the use of the Premises occupied by any party anybody other than Tenant, without Landlord's consent, then (1) all expenses incurred by Landlord in connection therewith, including but not limited to, brokerage fees, costs and expenses incurred by Landlord's agents, servants, independent contractors, and employees, shall be the Concessionaire obligation and Permitted Residents. If shall be immediately paid by Tenant at its sole cost and expense upon the Concessionaire is receipt of a partnershipstatement therefor from Landlord, a limited liability companyand (ii) Landlord may, after default by Tenant, collect rent from the assignee, subtenant or a limited liability partnershipoccupant and apply the net amount collected to the rent herein reserved, a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners or members owning a controlling interest in the Concessionaire but no such collection shall be deemed a voluntary assignment waiver of the Concession Agreement and each Lease and subject to the foregoing provisions. If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of the Concessionairethis covenant, or the sale or transfer of a controlling interest in the capital stock acceptance of the Concessionaireassignee, shall be deemed subtenant, or occupant as tenant, or a voluntary assignment release of Tenant from the further observance and performance by Tenant of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting of the Premises (other than to Permitted Residents) shall be effective unless and until (i) the BOR shall have consented in writing and (ii) there shall have been delivered to the BOR an agreement, in form and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the BOR to continue or terminate any sublease, in the BOR’s sole discretion, upon termination of the Concession Agreement and the Leases, and such sublessee agrees to recognize and attorn to the BOR in the event that the BOR elects under such circumstances to continue such sublease. Notwithstanding the assignment of the Concession Agreement and/or Leases or subletting of the Premises, the Concessionaire shall remain obligated for all liability to the BOR arising under the Concession Agreement, each Lease, and the Project Operating Agreement during the entire remaining Termcovenants herein contained.

ASSIGNMENT & SUBLETTING. The Concessionaire Lessee shall not, without the prior written consent of the BOR, not assign the Concession Agreement, any this Lease, or any interest in sublet the Premises, or otherwise transfer any part thereof, without Lessor’s prior written consent which consent shall not be unreasonably withheld, conditioned or sublet delayed. Prior to any sublease or assignment (“Lease Transfer”), Lessee shall first notify Lessor in writing of its election to sublease all or a portion of the Premises or to assign this Lease or any part thereof interest thereunder. At any time within thirty (30) days after service of said notice, Lessor shall notify Lessee that it consents or permit refuses to consent to the use of the Premises Lease Transfer. A failure by any party other than the Concessionaire and Permitted Residents. If the Concessionaire is a partnership, a limited liability company, or a limited liability partnership, a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners or members owning a controlling interest in the Concessionaire Lessor to respond within such thirty (30) day period shall be deemed to be a voluntary consent. Lessor shall not have the right to recapture any sublease or assignment space. Any denial of such Lease Transfer by Lessor as hereinabove provided must be predicated upon a commercially reasonable basis for such denial. Any net profits paid in connection with a Lease Transfer in excess of Lessee’s Rent obligations hereunder (which net profits shall be calculated after deducting all reasonable costs incurred by Lessee in connection with the Concession Agreement and each Lease and space subject to the foregoing provisions. If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of the Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaire, Lease Transfer) shall be deemed divided by Lessor and Lessor on a voluntary assignment of fifty/fifty (50/50) basis (the Concession Agreement “Lease Transfer Net Profits”). The costs incurred by Lessee in connection with such a Transfer shall include, but not be limited to, legal fees, rental abatement, vacancy period, allowances, lessee improvements, leasing commissions and Leases the time to sublease or assign and subject to the foregoing provisions. No subletting of remodel the Premises (other than to Permitted Residentsthe “Total Transfer Costs”). Lessor’s fifty percent (50%) share of the Lease Transfer Net Profits shall be effective unless and until determined as follows: (i) the BOR dollar amount of the Total Transfer Costs shall have consented be divided by the number of months remaining in writing either the initial Term or the applicable renewal period (after the month in which the Lease Transfer occurs), and such amount shall be the “Monthly Transfer Cost Amount”, (ii) there shall have been delivered the difference between the new monthly Rent (as a result of the Lease Transfer) and the monthly Rent (for the month prior to the BOR an agreementmonth in which the Lease Transfer occurs) shall be determined (the “Monthly Rent Increase Amount”), in form and substance satisfactory to (iii) the BOR, signed by difference between the Concessionaire Monthly Rent Increase Amount and the proposed sublessee, whereby Monthly Transfer Cost Amount shall be determined (the sublessee acknowledges the right “Monthly Transfer Profit Amount”). Lessee shall pay to Lessor on a monthly basis fifty percent (50%) of the BOR to continue or terminate any sublease, in Monthly Transfer Profit Amount commencing on the BOR’s sole discretion, upon termination of first month after the Concession Agreement and the Leases, and such sublessee agrees to recognize and attorn to the BOR in the event that the BOR elects under such circumstances to continue such subleaseLease Transfer occurs. Notwithstanding the assignment foregoing, no consent of Lessor is required for Lessee to assign or otherwise transfer (by operation of law or otherwise) this Lease or any of its rights hereunder to: (a) any person, corporation, partnership or other entity which acquires all or substantially all of the Concession Agreement and/or Leases business or subletting assets of Lessee or stock in Lessee; (b) any person, corporation, partnership or other entity which controls, is controlled by or is under common control with Lessee; or (c) any affiliate (within the Premisesmeaning of such term as set forth in Rule 501 of Regulation D under the Federal Securities Act of 1933) of Lessee. No such assignment or other transfer, the Concessionaire in whole or in part, of any Lessee’s rights or obligations under this Lease shall be or operate as a release of Lessee hereunder and Lessee shall remain obligated responsible for all liability performing Lessee’s obligations hereunder should Lessee’s assignee or transferee fail to the BOR arising under the Concession Agreementperform any such obligations, each Lease, and the Project Operating Agreement during the entire remaining Termunless specifically provided otherwise by Lessor in writing.

ASSIGNMENT & SUBLETTING. The Concessionaire This Lease shall notnot be assigned, without the prior written consent of the BOR, assign the Concession Agreement, any Lease, or any interest in nor shall the Premises, or otherwise transfer or sublet the Premises or any part thereof thereof, be sublet by Tenant without the written consent of Landlord, and any assignment or permit subletting shall not relieve Tenant from performing any of its obligations hereunder. Provided that the use of the Premises will not be changed in any material way and the creditworthiness of the assignee or subtenant is substantially comparable to that of the initial Tenant, Landlord’s consent will not be unreasonably withheld or delayed. Any assignment or subletting by Tenant in violation of the terms and covenants of this Section 10 shall be null and void. In the event Tenant desires to make an assignment of this Lease or sublease the Premises, Tenant shall give written notice thereof to Landlord at least thirty (30) days prior to the proposed effective date, which notice shall set forth the name and address of the proposed subtenant, assignee, transferee or other relevant person or entity (a “Transferee”) and include copies of financial reports and other relevant financial information of the proposed Transferee. Such notice shall also include a true and complete copy of the assignment, sublease or other documents and sufficient other information to permit Landlord to determine the financial responsibility of the proposed Transferee. A. Consent by Landlord to any assignment or sublease shall not operate to relieve Tenant (or any guarantor of Tenant’s obligations under the Lease or any Transferee) from any covenant or obligation hereunder or under any guaranty of this Lease or relieve Tenant and any Transferee from obtaining Landlord’s consent to any subsequent assignment or sublease. Tenant shall pay all of Landlord’s reasonable costs, charges and expenses, including attorneys’ fees, incurred in connection with any request by Tenant. B. No assignment or sublease shall be made unless any guarantor of the Tenant’s obligations or any party other than the Concessionaire responsible for Tenant’s obligations shall give its written consent to Landlord to such assignment or sublease and Permitted Residents. If the Concessionaire is a partnershipconfirm that its obligations shall not be affected thereby, a limited liability companyand, or a limited liability partnershipprovided, a withdrawal or changefurther, whether voluntary, involuntary, or by operation of law, of partners or members owning a controlling interest in the Concessionaire shall be deemed a voluntary assignment of the Concession Agreement and each Lease and subject that if any modification to the foregoing provisions. If the Concessionaire Lease is a corporationproposed to be made after such assignment or sublease, any dissolutionthen, mergerat Landlord’s option all prior Transferees, consolidation, or other reorganization of the Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaireand all such obligated parties, shall be deemed a voluntary required to confirm in writing their approval of such modification, and to confirm in writing that their obligations continue as to the Lease as so modified. C. Any assignment of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting this Lease or sublease of the Premises (other than to Permitted Residents) which is not in compliance with the provisions of this Section 10 shall be effective unless null and until (i) the BOR shall have consented in writing void and (ii) there shall have been delivered to the BOR an agreement, in form of no force and substance satisfactory to the BOR, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right of the BOR to continue or terminate any sublease, in the BOR’s sole discretion, upon termination of the Concession Agreement and the Leases, and such sublessee agrees to recognize and attorn to the BOR in the event that the BOR elects under such circumstances to continue such sublease. Notwithstanding the assignment of the Concession Agreement and/or Leases or subletting of the Premises, the Concessionaire shall remain obligated for all liability to the BOR arising under the Concession Agreement, each Lease, and the Project Operating Agreement during the entire remaining Termeffect.

ASSIGNMENT & SUBLETTING. The Concessionaire Tenant shall notnot assign, transfer, mortgage or encumber this Lease or sublet the Leased Premises without obtaining the prior written consent of Landlord, nor shall any assignment or transfer of this Lease be effectuated by operation of law without the prior written consent of Landlord, which consents described herein shall not be unreasonably withheld. Exception: Without prior written consent, Landlord will agree to permit the BORTenant to assign its rights and obligations under this Lease to an entity purchasing Tenant, or to a succeeding Tenant via a merger, provided the Tenant satisfy the following conditions: (1) No Default shall exist; (2) The Tenant is selling to an unrelated third party in a bona fide arm’s length transaction; (3) Successor tenant shall have net assets greater than (>) $50,000,000.00; (4) Tenant shall have paid all costs and expenses in connection with any such assignment, including Landlord’s reasonable attorney’s fees and expenses. In the event that Tenant desires to assign the Concession Agreement, any this Lease, or any interest in sublet the Leased Premises, or otherwise transfer permit occupancy or sublet use of the Leased Premises or any part thereof by another party or permit the use parties, Tenant shall provide Landlord with thirty (30) days advance written notice of Tenant’s bona fide proposed assignment or subletting of all or any part of the Leased Premises. Landlord shall have the right, at its option during said thirty (30) day period, to (a) release Tenant from this Lease, (b) sublet all or any part of the Leased Premises from Tenant at the same rental Tenant is paying Landlord, with the right to further sublease or, (c) refuse to consent to Tenant’s assignment or subletting and to continue this Lease in full force and effect as to the entire Leased Premises. The consent by Landlord to any party other than the Concessionaire and Permitted Residents. If the Concessionaire is a partnershipassignment, a limited liability companytransfer, or subletting shall not be construed as a limited liability partnershipwaiver or release of Tenant from any covenant or obligation under this Lease, nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a withdrawal waiver or changerelease of Tenant from any covenant or obligation contained in this Lease, whether voluntarynor shall such assignment or subletting be construed to relieve Tenant from giving Landlord said thirty (30) days notice, involuntary, nor from obtaining the consent in writing of Landlord to any further assignment or by operation of law, of partners or members owning a controlling interest subletting (which consent may be withheld in the Concessionaire shall be deemed a voluntary assignment sole and absolute discretion of Landlord). In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the generality of the Concession Agreement and each Lease and subject foregoing, if Landlord consents to an assignment or sublease pursuant to this Section 15, Landlord may condition its consent upon the foregoing provisions. If the Concessionaire is a corporation, any dissolution, merger, consolidation, or other reorganization of the Concessionaire, or the sale or transfer of a controlling interest in the capital stock of the Concessionaire, shall be deemed a voluntary assignment of the Concession Agreement and Leases and subject to the foregoing provisions. No subletting of the Premises entry by such transferee into an agreement (other than to Permitted Residents) shall be effective unless and until (i) the BOR shall have consented in writing and (ii) there shall have been delivered to the BOR an agreement, in form and substance substances satisfactory to the BORLandlord) with Landlord, signed by the Concessionaire and the proposed sublessee, whereby the sublessee acknowledges the right which such transferee assumes all of the BOR to continue or terminate any sublease, in the BORTenant’s sole discretion, upon termination of the Concession Agreement and the Leases, and such sublessee agrees to recognize and attorn to the BOR in the event that the BOR elects under such circumstances to continue such sublease. Notwithstanding the assignment of the Concession Agreement and/or Leases or subletting of the Premises, the Concessionaire shall remain obligated for all liability to the BOR arising under the Concession Agreement, each Lease, and the Project Operating Agreement during the entire remaining Termobligations hereunder.