Common use of Assignments and Subleases Clause in Contracts

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding the foregoing, a Transfer by Lessee takes place, the rights of the sublessee or other transferee will be subject and subordinate to all of the terms of this Lease, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty percent (20%) of Lessee's voting securities shall be deemed to be a Transfer under this Lease. (b) Lessor shall have the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORSubject to the requirements of Section 4.7, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASELessee shall have the right to sublet the Premises or any part thereof from time to time without the prior written consent of Lessor. If notwithstanding Notwithstanding the foregoing, a Transfer by Lessee takes placeshall not assign this Lease in whole or in part without the consent of Lessor, which consent shall not be unreasonably withheld; provided that, without the rights consent of the sublessee or other transferee will be subject and subordinate to all of the terms of this LeaseLessor, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all of the terms of may assign this Lease to (i) any subsidiary corporation or other entity owned at least 51%, directly or indirectly, by Lessee; or (ii) to any person, firm or corporation who is the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase purchaser of all or substantially all the assets and business of Lessee's assets, any Lessee or is the successor to substantially all the assets and business of Lessee by virtue of a corporate merger or consolidation of, with or into Lessee, provided that such purchaser, successor or with assignee or the owner or ultimate parent of such purchaser, successor or assignee has operational expertise and reputation similar to Lessee regardless of whether Lessee is and, in the surviving entity or any entity acquiring more than twenty percent (20%) reasonable best judgment of Lessee's voting securities , sufficient cash flow to perform its obligations hereunder. No such assignment as to which the consent of Lessor is not required shall be deemed effective unless each such assignee by written instrument of law, shall assume and become bound to be a Transfer perform and observe all of the covenants and agreements of Lessee under this Lease. (b) Lessor , but Lessee shall have not be released from liability for the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to payment of rent and for the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). performance and observance of any of the other covenants and agreements of Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease after the effective time of such assignment. Nothing contained in this Section 10 shall be construed to prohibit or materially increase its burdens restrict Lessee's right to permit patients of the hospital which is a part of the Premises to occupy residential health care facilities therein or risks. Even if such an assignment, sale to permit the physicians or other encumbrance could be deemed professionals to have that effect, Lessee agrees that use or otherwise occupy office space within the assignment, sale or other encumbrance will nevertheless be permittedPremises. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any Each such assignment the sole liability for performance of Lessor's obligations or sublease permitted hereunder shall fall upon such Lessor Affiliate which shall assume such obligations expressly be made subject and Lessor shall be fully released from such liabilities and that subordinate to the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance provisions of this Lease. A Lessor Affiliate which succeeds to the , and no assignment or sublease permitted hereunder shall modify or limit any rights and interests or powers of Lessor under this Paragraph 11(c) shall be bound by the terms hereunder or affect or reduce any obligation of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit ofhereunder, and is binding uponall such obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, the heirs, legatees, representatives, successors and assigns of Lessee and Lessoras though no assignment or subletting had been made.

Assignments and Subleases. Notwithstanding any provision of the Lease incorporated herein to the contrary, Subtenant shall not voluntarily, involuntarily, or by operation of law or otherwise, assign, mortgage, pledge, encumber, transfer or hypothecate this Sublease or sublet, license or permit any other party to use or occupy all or any portion of the Subleased Premises (aindividually, a “Transfer”) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASEwithout the prior written consent of Sublandlord and Landlord. Subtenant acknowledges that Landlord may grant or withhold its consent in its sole discretion. If notwithstanding the foregoingLandlord grants its written consent to any Transfer, a then Sublandlord shall also be required to grant its consent to such Transfer. The term “Transfer” shall include any “subleasing” or “assignment” as each such term is defined in Section 16 of the Lease. Any proposed Transfer by Lessee takes placemust satisfy the requirements of Section 16 of the Lease, and nothing contained herein shall be deemed to limit or amend the rights of the sublessee or other transferee will be subject and subordinate to all Landlord under Section 16 of the terms Lease. Any attempt by Subtenant to Transfer the Subleased Premises or the Sublease without the prior written consent of both Sublandlord and Landlord shall be void. No consent by the Sublandlord pursuant to this Lease, including Lessor's right Section shall be deemed a waiver of repossession the obligation to obtain the Sublandlord’s consent on any subsequent occasion; no waiver of the occurrence of an Event of Default. Lessee will foregoing restrictions or any portion thereof shall constitute a waiver or consent in any other instance; and Subtenant shall remain at all times primarily liable for the performance and payment of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor terms, conditions, covenants and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty percent (20%) of Lessee's voting securities shall be deemed to be a Transfer under this Leaseagreements contained herein. (b) Lessor shall have the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. Provided Landlord has consented to such assignment or subletting, Tenant shall be free to assign this Lease or sublet the Space to any third party subject to the following conditions: (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding At the foregoing, a Transfer by Lessee takes place, the rights time of the transfer, no Event of Default under this Lease, or under any other lease between Tenant and Landlord or any affiliate of Landlord, shall have occurred and be continuing; (b) The assignment or sublease shall be on the same terms set forth in the Notice given to Landlord; (c) No assignment or sublease shall be valid and no assignee or sublessee shall take possession of the Premises or the Space, as applicable, until an executed counterpart of the assignment or sublease has been delivered to Landlord; (d) No assignee or sublessee shall have a right further to assign or sublet without Landlord’s consent thereto in each instance, which consent shall not be unreasonably withheld; (e) Any assignee shall have assumed in writing the obligations of Tenant under the Lease; (f) Any subtenant shall have agreed in writing to comply with all applicable terms and conditions of this Lease; (g) If Landlord consents to a proposed assignment or sublease and Tenant fails to execute and deliver to Landlord such assignment or sublease within ninety (90) days after the giving of such consent, then Tenant shall again comply with all of the provisions and conditions of Section 10.4 before assigning this Lease or subletting all or part of the Premises; and (h) If Tenant enters into any assignment or sublease permitted hereunder or consented to by Landlord, Tenant shall, within sixty (60) days of such assignment or sublease, deliver to Landlord a list of Tenant’s reasonable third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction and any actual costs incurred by Tenant in separately demising the subleased Space (collectively, “Transaction Costs”), together with a list of all of Tenant’s property to be transferred to such Transferee. Tenant shall deliver to Landlord evidence of the payment of such Transaction Costs promptly after the same are paid. In consideration of such assignment or subletting, Tenant shall pay to Landlord: (i) In the case of an assignment, fifty percent (50%) of all sums and other transferee will consideration paid to Tenant by the Transferee for or by reason of such assignment after first deducting the Transaction Costs; or (ii) In the case of a sublease, fifty percent (50%) of any consideration payable under the sublease to Tenant by the Transferee which exceeds on a per square foot basis the Annual Base Rent accruing during the term of the sublease in respect of the subleased space after first deducting the monthly amortized amount of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord monthly as and when paid by the subtenant to Tenant. (i) Each sublease shall be subject and subordinate to all of this Lease and to the terms of matters to which this Lease, including Lessor's right of repossession on Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default. Lessee will remain primarily Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than 1 month’s rent, or (D) bound to return such Transferee’s security deposit, if any, except to the performance extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease. The provisions of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty percent (20%) of Lessee's voting securities Section shall be deemed self-operative, and no further instrument shall be required to be a Transfer under this Lease. (b) Lessor shall have the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject give effect to this Lease or such Schedule(s) to one or more persons or entities (eachprovision, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees provided that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice Transferee shall execute and deliver to Landlord any rights that Lessee instruments Landlord may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessorreasonably request to evidence and confirm such subordination and attornment. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. Provided Landlord has consented to such assignment or subletting, Tenant shall be free to complete the approved transaction subject to the following conditions and any other condition imposed by Landlord, in its discretion: (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding At the foregoing, a Transfer by Lessee takes place, the rights time of the sublessee or other transferee will be subject and subordinate to all transfer, no event of the terms of default under Subsection 19.1 this Lease, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor under any other lease or license agreement between Tenant and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity Landlord or any entity acquiring more than twenty percent (20%) affiliate of Lessee's voting securities Landlord, shall have occurred and be deemed to be a Transfer under this Lease.continuing; (b) Lessor The assignment or sublease shall be on the same terms set forth in the Notice given to Landlord; (c) No assignment or sublease shall be valid and no assignee or sub lessee shall take possession of the Space until an executed counterpart of the assignment or sublease has been delivered to Landlord; (d) No assignee or sub lessee shall have a right further to assign or sublet without Landlord's consent thereto in each instance, which consent shall not be unreasonably withheld; (e) Any assignee shall have assumed in writing the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights obligations of Tenant under this Lease or one or more Schedules and/or with respect to the Equipment Space and executed such other documents as Landlord may require; (f) Any subtenant shall have agreed in writing to comply with all applicable terms and conditions of this Lease and executed such other documents as Landlord may require; (g) Tenant shall have executed an agreement reaffirming its liability, acknowledging that any further transfer requires Landlord's prior written consent, and containing such other provisions as Landlord may require; and (h) Fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment or subletting (after deducting reasonable leasing commissions and rental or other payments received which are attributable to the amortization of the cost of Tenant Improvements made to the Space by Tenant, at Tenant's cost) whether denominated rent or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated as to any sublease to reflect obligations allocable to that portion of the Premises subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(csublease) shall be bound payable to Landlord as Additional Rent under this Lease, without affecting or reducing any other obligation of Tenant hereunder. Within thirty (30) days after the end of each calendar year during the Term, and within thirty (30) days after the expiration or earlier termination of the Term, Tenant shall deliver to Landlord a statement describing each sublease and assignment in effect during the period covered by such statement and (i) the terms date of its execution and delivery, the number of square feet of rentable area demised thereby, and the term thereof; and (ii) a computation in reasonable detail showing: (A) the amounts (if any) paid and payable by Tenant to Landlord pursuant to this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior Subsection 10.4 with respect to such sublease or assignment may only be asserted against for the period covered by such statement and (B) the amounts (if any) paid and payable by Tenant to Landlord pursuant to this Subsection 10.4 with respect to any payments received from a sub lessee or assignee Lessor Affiliateduring such period but which relate to an earlier period. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORSub-Subtenant shall not have the right to assign, LESSEE SHALL NOT ASSIGNmortgage, PLEDGEpledge or otherwise encumber this Sub-Sublease or any interest herein (including any assignment by operation of law), GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER or sub-sublet all or any part of the Sub-Subleased Premises (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding any of the foregoing, a Transfer by Lessee takes place“transfer”) without the prior written consent of either Sub-Sublandlord or Sublandlord, including, without limitation, transfers to Permitted Transferees (hereinafter defined). Sub-Sublandlord’s approval shall be deemed given in accordance with Section 6(d) of this Sub-Sublease and if Section 6(d) of this Sub-Sublease does not apply, such approval shall not be unreasonably withheld, conditioned or delayed. No assignment or sub-subletting shall relieve Sub-Subtenant from primary liability for all obligations of Sub-Subtenant under this Sub-Sublease, whether accruing before or after the date of such assignment or sub-subletting. For purposes of this Sub-Sublease, the term “sublet” or “sub-sublet” shall be deemed to include the granting of any rights of occupancy of any portion of the sublessee Sub-Subleased Premises. Any attempted transfer in violation of the requirements of this Section 9 shall be null and void and of no force or effect. Notwithstanding anything to the contrary in the Prime Lease or Sublease, Sub-Sublandlord shall not have recapture rights. (b) Except for transfers to Permitted Transferees, if Sub-Subtenant wishes to enter into a transfer, Sub-Subtenant must provide not less than ten (10) days’ prior written notice thereof to Sub-Sublandlord, which notice shall include the proposed effective date of such assignment or sublease, and in the case of a proposed sublease, shall specify the space to be sublet. (c) The consent (or deemed consent) by Sub-Sublandlord to any transfer shall neither be construed as a waiver or release of Sub-Subtenant from any covenant or obligation of Sub-Subtenant under this Sub-Sublease, nor as relieving Sub-Subtenant from giving Sub- Sublandlord the aforesaid ten (10) days’ notice of, or from obtaining the consent of Sub-Sublandlord as and in accordance with subsection (a) above, to, any further transfer. The collection or acceptance of rent from any such transferee shall not constitute a waiver or release of Sub-Subtenant from any covenant or obligation of Sub-Subtenant under this Sub-Sublease, except as expressly agreed by Sub-Sublandlord in writing. (d) Notwithstanding anything contained herein to the contrary, the Sub-Subleased Premises may be occupied by, or subleased or assigned to, a Sub-Subtenant Affiliate (as hereinafter defined), and such occupancy, assignment or sublease shall be permitted provided Sub-Subtenant delivers notice thereof to Sub-Sublandlord prior to such occupancy, assignment or sublease and such Sub-Subtenant Affiliate agrees in writing to assume all obligations of Sub-Subtenant under this Sub-Sublease. For purposes of this subparagraph, a “Sub-Subtenant Affiliate” shall mean an entity that, directly or indirectly Controls, is Controlled by, or is under common Control with Sub-Subtenant. For purposes of this subparagraph, “Control” shall mean ownership of sufficient stock or membership or partnership interests of an entity to have voting control of such entity (such as ownership of 50% or more of the outstanding voting stock of a corporation or of the outstanding membership, partnership or other transferee will be subject and subordinate similar interest if such entity is not a corporation). Notwithstanding anything contained herein to the contrary, Sub-Subtenant may assign this Sub-Sublease to an entity with which Sub-Subtenant merges, consolidates or which purchases all or substantially all of Sub-Subtenant’s stock or assets (a “Successor”) without Sub-Sublandlord’s prior written approval. The term “Permitted Transferee” shall mean a Sub-Subtenant Affiliate or Successor, and the terms term “Permitted Transfer” shall mean a transfer to Permitted Transferee in accordance with this Section 9(d). In the event of a transfer to a Sub-Subtenant Affiliate, Sub-Subtenant shall not be released from any covenant or obligation of Sub-Subtenant under this LeaseSub-Sublease, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will but shall remain primarily jointly and severally liable with Sub-Subtenant Affiliate for the performance of all covenants and obligations hereunder. In the event of the terms a transfer to a Successor, such Successor shall expressly assume all obligations of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty percent (20%) of Lessee's voting securities shall be deemed to be a Transfer Sub-Subtenant under this LeaseSub-Sublease in writing. (b) Lessor shall have the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORPrior to the WCMI Occupancy Period, LESSEE SHALL NOT ASSIGNGround Lessee shall not make any assignment, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding the foregoing, a Transfer by Lessee takes place, the rights sublease or other conveyance of the sublessee Site or other transferee will be subject and subordinate to all of the terms of Ground Lessee's interest in this Ground Lease, including Lessor's right of repossession on except as permitted in the occurrence of an Event of Default. Lessee will remain primarily liable for Credit Agreement (defined in the performance of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty percent (20%) of Lessee's voting securities shall be deemed to be a Transfer under this LeaseSublease). (b) Lessor After commencement of the WCMI Occupancy Period and during any Third Party Occupancy Period, upon prior written notice to Ground Lessor, Ground Lessee is hereby authorized to sell or assign its leasehold estate in its entirety or for any portion of the unexpired Term at any time, without the necessity of obtaining any further consent or approval of Ground Lessor. Any purchaser or assignee of Ground Lessee's leasehold estate, immediate or remote, unless restrained by the muniments of title under which he holds, shall have like power of sale, assignment and transfer. If any such sale or assignment shall be evidenced by an instrument in writing, properly executed and acknowledged by all of the parties thereto and duly recorded in the Office of the Clerk of the Superior Court of Gwinnett County, Georgia, wherein and whereby the grantee or assignee assumes all of the obligations of Ground Lessee hereunder and if a copy of such instrument is delivered to Ground Lessor, the grantor or assignor shall be relieved from all further liability hereunder, and the grantee or assignee shall hold the leasehold estate and all of the rights of the Ground Lessee in and to the Site in accordance with the terms and conditions of this Ground Lease. Ground Lessee shall have the right, in its sole discretion, right to assign, sell, pledge, grant a security interest in sublet all or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to any portion of the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Site as Ground Lessee may have against Lessordeem proper, Lessee agrees it being expressly understood and agreed that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate subletting shall have no personal liability for effect on the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights obligations and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliatecovenants imposed hereunder upon Ground Lessee. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding the foregoing, a Transfer by Lessee takes place, the rights of the sublessee or other transferee will be subject and subordinate to all of the terms of this Lease, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty fifty percent (2050%) of Lessee's voting securities shall be deemed to be a Transfer under this Lease. Notwithstanding anything contained in this section 11(a), a Transfer shall not include a merger or consolidation where (i) the Lessee is the surviving entity, (ii) such merger or consolidation will not result in an Event of Default and (iii) the Lessee will have a net worth after giving effect to the merger or consolidation at least as great as the net worth of the Lessee prior to such merger or consolidation. (b) Lessor shall have the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding the foregoing, a Transfer by Lessee takes place, the rights of the sublessee or other transferee will be subject and subordinate to all of the terms of this Lease, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty forty percent (2040%) of Lessee's voting securities shall be deemed to be a Transfer under this Lease. (b) Lessor shall have the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"), provided that Lessor shall promptly provide Lessee with written notice of any assignment of the lease or any Schedule. Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding the foregoing, a Transfer by Lessee takes place, the rights of the sublessee or other transferee will be subject and subordinate to all of the terms of this Lease, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all of the terms of this Lease to the same extent as if the sublease or transfer of possession had not occurred. Lessor and Lessee agree that any purchase of all or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty forty percent (2040%) of Lessee's voting securities shall be deemed to be a Transfer under this Lease. (b) Lessor shall have the right, in its sole discretion, to assign, sell, pledge, grant a security interest in or otherwise encumber its rights under this Lease or one or more Schedules and/or with respect to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (each, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessor. (c) Lessee acknowledges that it is Lessor's intention to assign this Lease and/or one or more Schedules and the related Equipment to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor Affiliate. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.

Assignments and Subleases. (a) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSORThe Tenant shall not be entitled to assign this Lease or sublet the whole or any part of the Leased Premises except with the prior written consent of the Landlord. If, LESSEE SHALL NOT ASSIGN, PLEDGE, GRANT A SECURITY INTEREST IN, OTHERWISE ENCUMBER, SUBLEASE OR TRANSFER, OR IN ANY WAY DISPOSE OF OR OTHERWISE RELINQUISH POSSESSION OR CONTROL OVER (COLLECTIVELY, A "TRANSFER") ITS RIGHTS WITH RESPECT TO ANY UNIT OF EQUIPMENT OR ALL OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE. If notwithstanding in the foregoing, a Transfer by Lessee takes placeLandlord's reasonable opinion, the rights proposed assignee or subtenant meets the requirements of the sublessee Landlord as to: (i) financial condition and stability; (ii) general reputation; and (iii) no material change in the use, then the consent of the Landlord shall not be unreasonably or arbitrarily withheld or delayed. (b) In no event shall any assignment or subletting to which the Landlord may have consented release or relieve the Tenant from its obligations fully to perform all the terms, covenants and conditions of this Lease on its part to be performed. The Tenant shall be responsible for any act or omission (including negligence) or any defaults hereunder of any assignee or subtenant and the Tenant covenants to indemnify the Landlord against and from all loss, costs, claims, actions or damages in respect of any such act, omission or default. (c) If the Tenant intends to assign the Lease or to sublet the Leased Premises, the Tenant shall first give to the Landlord written notice of the proposed transaction setting out in detail the terms and conditions thereof and provide all other transferee will information relating thereto requested by the Landlord. (d) The Tenant shall not enter into a transaction of assignment or subleasing except upon terms: (i) consistent with any request for consent and in accordance with this Lease to accord with this Article 11 and the terms of the consent; (ii) to allow the Landlord to prevent any assignment or subleasing by the other party or parties to the transaction except on the same terms as are contained herein; (iii) whereby the proposed assignee to the transaction shall enter into an agreement with the Landlord containing a covenant to be bound to the Landlord to keep, observe and perform all the covenants and agreements of the Tenant under this Lease and whereby the proposed subtenant shall enter into an agreement with the Landlord to keep, observe and perform such covenants and agreements of the Tenant under the Lease as the Landlord may consider applicable to a subtenancy as well as such provisions as the Landlord may consider satisfactory as to use of the portion of the Leased Premises which is the subject of the subtenancy; (iv) whereby the Landlord shall have the right to enforce any of the provisions of the transaction directly against the other party, the enforcement of which is necessary for the fulfilment of the covenants and subordinate agreements of the Tenant to all the Landlord under this Lease or any conditions on which its consent was given; (v) whereby, without the prior written consent of the Landlord, the Tenant shall not amend or permit any amendment of any of the terms of such transaction or waive any obligation of any party; and (vi) if such transaction is not concluded within sixty (60) days after consent is given, such consent shall expire and be of no effect and the Tenant shall not again enter into any such transaction without complying again with this LeaseArticle 11. (e) The Landlord shall not in any event be responsible to the Tenant for any consequential loss, including Lessor's right of repossession on the occurrence of an Event of Default. Lessee will remain primarily liable for the performance of all monetary or otherwise, of the terms Tenant or any other party resulting from the withholding of this Lease consent by the Landlord unless such withholding is contrary to the same extent obligations of the Landlord under this Article relating to such consent. (f) The Tenant shall, on demand of the Landlord, reimburse to the Landlord all costs (including legal fees and disbursements in connection with advice or documentation) incurred by the Landlord in connection with the assignment or subletting. (g) The Tenant undertakes and agrees, for itself and for any person claiming to be a subtenant or assignee, that the acceptance by the Landlord of any Rent from any person other than the Tenant shall not be construed as if a recognition of any rights not herein expressly granted, or as a waiver of any of the sublease Landlord's rights, or transfer of possession had not occurred. Lessor and Lessee agree as an admission that any purchase of all such person is, or substantially all of Lessee's assets, any merger or consolidation into or with Lessee regardless of whether Lessee is the surviving entity or any entity acquiring more than twenty percent (20%) of Lessee's voting securities as a consent that such person shall be deemed to be be, a Transfer subtenant or assignee of this Lease, irrespective of whether the Landlord or said person claims that such person is a subtenant or assignee of this Lease. The Landlord may accept Rent from any person occupying the Leased Premises at any time without in any way waiving any right under this Lease. (bh) Lessor The Tenant shall have the rightnot print, in its sole discretionpublish, to assignpost, sellmail, pledgedisplay, grant a security interest in broadcast or otherwise encumber its advertise or offer to the public the whole or any part of the Leased Premises or any of the rights under this Lease for the purposes of an assignment or one subleasing, and shall not permit any broker or more Schedules and/or with respect other party to do any of the foregoing unless the complete text and format of any such notice, advertisement or offer to the Equipment subject to this Lease or such Schedule(s) to one or more persons or entities (eachpublic shall have first been approved in writing by the Landlord, an "Assignee"). Lessee acknowledges that an assignment, sale or other encumbrance by Lessor would not materially change Lessee's duties under the Lease or materially increase its burdens or risks. Even if such an assignment, sale or other encumbrance could which approval may be deemed to have that effect, Lessee agrees that the assignment, sale or other encumbrance will nevertheless be permitted. Without prejudice to any rights that Lessee may have against Lessor, Lessee agrees that it will not assert against an Assignee any claim or defense that it may have against Lessorunreasonably withheld. (ci) Lessee acknowledges that it is Lessor's intention The word "assignment", as referred to assign in this Article 11 includes without limitation the transfer of any or all of the rights of the Tenant under this Lease and/or one whether immediately, contingently or more Schedules conditionally and includes the related Equipment grant of a mortgage or other specific charge or floating charge except as provided in Article 11.3 and also includes a Change of Control. "Change of Control" includes any transfer, voluntary or involuntary, direct or indirect, which results in a change in the identity of the person or persons exercising or who might exercise effective control or management of the Tenant or the business required to one or more limited partnerships with which Lessor is affiliated (each, a "Lessor Affiliate") and agrees that upon any such assignment be carried on in the sole liability for performance of Lessor's obligations hereunder shall fall upon such Lessor Affiliate which shall assume such obligations and Lessor shall be fully released from such liabilities and that the limited partners of such Lessor Affiliate shall have no personal liability for the performance or observance of this Lease. A Lessor Affiliate which succeeds to the rights and interests of Lessor under this Paragraph 11(c) shall be bound by the terms of this Lease without alteration and any claim or defense which Lessee may have had against Lessor prior to such assignment may only be asserted against the assignee Lessor AffiliateLeased Premises. (d) Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the heirs, legatees, representatives, successors and assigns of Lessee and Lessor.