Common use of Permitted Assignments Clause in Contracts

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. Notwithstanding Section 16.2 above, (i) either Party may transfer or assign its rights, benefits and obligations under this Agreement to an Affiliate; provided, that if requested by Purchaser, Supplier shall execute and deliver a guaranty of the foregoingperformance hereunder by such an assignee, Tenant may(ii) Purchaser may assign its rights, benefits and obligations under this Agreement to any purchaser of the Project; provided, that Purchaser may not transfer or assign this Agreement in whole or in part to a wind turbine design or manufacturing competitor of Supplier without the prior written consent of Supplier, which consent may be withheld in Supplier’s sole discretion and which may be conditioned upon the creditworthiness of the purchaser, (iii) Supplier is authorized to subcontract any portion of its duties under this Agreement to a third party or to delegate its obligations hereunder, in the ordinary course of its business, without Landlordreducing the scope of Supplier’s undertakings, obligations, and commitments to Purchaser, provided that Supplier agrees that it will not use any supplier for any Major Turbine Components not listed on Exhibit H without Purchaser’s advance written consent, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) a Party, without the consent of the other Party, may assign its interest in this Agreement to a lender, collateral trustee, security trustee or similar entity as collateral security for any financing entered into by the assigning Party, including a lease financing. The non-assigning Party shall, upon fifteen (15) days’ prior written consent: (a) request from the assigning Party, execute a consent containing customary terms and conditions, to any such collateral assignment. Further, notwithstanding Section 16.2 above, Purchaser shall have the right to assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer no less than all of its rights rights, duties and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Turbine Supply Documents to any other solvent corporationthird party, partnershipsubject to, limited liability company or other legal entity that (1) acquires all or substantially all and conditioned upon, the prior written consent of the assets of Tenant’s ParentSupplier, (2) is the surviving entity of a merger with Tenant’s Parentwhich shall not be unreasonably withheld, conditioned, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), delayed; provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except however that any such Unrelated Successor Tenant shall not be required to operate assignment is conditioned upon the receipt of a “Sears” or “Kmart” Store, but shall otherwise comply with all guarantee for the benefit of Supplier of the provisions performance of Sections 7.2 and 7.3). In the case of any such assignmentcontract obligations, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) including payment security, in a written instrument for the express benefit of Landlord form acceptable to Supplier, in form its sole and content reasonably satisfactory absolute discretion. Any such assignment to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor third party also shall be subject to the following: (i) prior to the effectiveness of such assignment, the third party assignee shall agree to revisions to the Turbine Supply Documents as determined by Supplier to be reasonably necessary, to effect the purchase and installation of the Turbines by the third party assignee at a project site to be determined between Supplier and any such third party assignee, (ii) the third party assignee shall assume all of the duties, obligations, restrictions and covenants of Purchaser under the Turbine Supply Documents, as revised, (iii) any monies or other consideration received by, or otherwise payable to, Purchaser from the third party assignee in connection with such assignment, in excess of the Down Payment and any Progress Payments actually paid by Purchaser to Supplier, other than the reasonable approval actual documented expenses incurred by Purchaser in connection with the assignment of Landlord the Turbine Supply Documents to the third party, shall be paid to Supplier and Landlord Mortgagee(iv) Purchaser shall pay to Supplier all of Supplier’s costs associated with such assignment from Purchaser to the third party assignee, including but not limited to all of Supplier’s costs (including reasonable legal fees) incurred in connection with the revision of the Turbine Supply Documents, within thirty (30) days of receipt of an applicable invoice from Supplier.

Permitted Assignments. Notwithstanding Section 16.2 above, (i) either Party may transfer or assign its rights, benefits and obligations under this Agreement to an Affiliate; provided, that if requested by Purchaser, Supplier shall execute and deliver a guaranty of the foregoingperformance hereunder by such an assignee, Tenant may(ii) Purchaser may assign its rights, benefits and obligations under this Agreement to any purchaser of the Project; provided, that Purchaser may not transfer or assign this Agreement in whole or in part to a wind turbine design or manufacturing competitor of Supplier without the prior written consent of Supplier, which consent may be withheld in Supplier’s sole discretion and which may be conditioned upon the creditworthiness of the purchaser, (iii) Supplier is authorized to subcontract any portion of its duties under this Agreement to a third party or to delegate its obligations hereunder, in the ordinary course of its business, without Landlordreducing the scope of Supplier’s undertakings, obligations, and commitments to Purchaser, provided that Supplier agrees that it will not use any supplier for any Major Turbine Components not listed on Exhibit H without Purchaser’s advance written consent, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) a Party, without the consent of the other Party, may assign its interest in this Agreement to a lender, collateral trustee, security trustee or similar entity as collateral security for any financing entered into by the assigning Party, including a lease financing. The non- assigning Party shall, upon fifteen (15) days’ prior written consent: (a) request from the assigning Party, execute a consent containing customary terms and conditions, to any such collateral assignment Further, notwithstanding Section 16.2 above, Purchaser shall have the right to assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer no less than all of its rights rights, duties and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Turbine Supply Documents to any other solvent corporationthird party, partnershipsubject to, limited liability company or other legal entity that (1) acquires all or substantially all and conditioned upon, the prior written consent of the assets of Tenant’s ParentSupplier, (2) is the surviving entity of a merger with Tenant’s Parentwhich shall not be unreasonably withheld, conditioned, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), delayed; provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except however that any such Unrelated Successor Tenant shall not be required to operate assignment is conditioned upon the receipt of a “Sears” or “Kmart” Store, but shall otherwise comply with all guarantee for the benefit of Supplier of the provisions performance of Sections 7.2 and 7.3). In the case of any such assignmentcontract obligations, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) including payment security, in a written instrument for the express benefit of Landlord form acceptable to Supplier, in form its sole and content reasonably satisfactory absolute discretion. Any such assignment to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor third party also shall be subject to the following: (i) prior to the effectiveness of such assignment, the third party assignee shall agree to revisions to the Turbine Supply Documents as determined by Supplier to be reasonably necessary, to effect the purchase and installation of the Turbines by the third party assignee at a project site to be determined between Supplier and any such third party assignee, (ii) the third party assignee shall assume all of the duties, obligations, restrictions and covenants of Purchaser under the Turbine Supply Documents, as revised, (iii) any monies or other consideration received by, or otherwise payable to, Purchaser from the third party assignee in connection with such assignment, in excess of the Down Payment and any Progress Payments actually paid by Purchaser to Supplier, other than the reasonable approval actual documented expenses incurred by Purchaser in connection with the assignment of Landlord the Turbine Supply Documents to the third party, shall be paid to Supplier and Landlord Mortgagee(iv) Purchaser shall pay to Supplier all of Supplier’s costs associated with such assignment from Purchaser to the third party assignee, including but not limited to all of Supplier’s costs (including reasonable legal fees) incurred in connection with the revision of the Turbine Supply Documents, within thirty (30) days of receipt of an applicable invoice from Supplier.

Permitted Assignments. Notwithstanding the foregoing, Tenant (i) Any Lender (each such assigning Lender under this Section 13.3 being a “Seller”) may, without Landlord’s prior written consent: in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Borrower or any Subsidiary thereof; of its Affiliates) that are U.S. Qualified Persons (“Purchasers”) all or (b) assign or transfer all a portion of its rights and obligations under this Agreement and the Master Lease other Loan Documents (either directly or indirectlyincluding, by operation without limitation, its Revolving Loan Commitment, all Loans owing to it, all of law or through its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this Section 13.3. Each assignment shall be of a merger or other corporate transaction) to any other solvent corporationconstant, partnershipand not a varying, limited liability company or other legal entity that (1) acquires all or substantially ratable percentage of all of the assets Seller’s rights and obligations under this Agreement. Such assignment shall be substantially in the form of TenantExhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller’s Parentrights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves loans and commitments in an aggregate amount of at least $5,000,000 (2) is or, if less, all of such Lender’s rights and obligations under the surviving entity Loan Documents, and which minimum amount shall not apply to any assignment between Lenders. The written consent of the Administrative Agent, and, prior to the occurrence of a merger Default, and only with Tenant’s Parentrespect to any assignment other than to another Lender, or the Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of such assigning Lender or Approved Fund of such assigning Lender; provided, no consent of the Borrower shall be required in connection with any assignment by any Lender consummated after consultation with the Borrower during the Syndication Period. (2ii) and Notwithstanding anything to the contrary contained herein, any Lender (3each such Lender, a “Granting Bank”) may grant to a special purpose funding vehicle (each such special purpose funding vehicle, a “SPC”), provided identified as such in writing from time to time by the surviving entity has applicable Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a net worth commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of not less than such Advance, the net worth applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of Tenant’s Parent an Advance by any SPC hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as of immediately prior if, such merger Advance were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or other corporate transactionsimilar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related SPC, after and all payments in respect of the Obligations due to such Granting Bank or the related SPC, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any financing provided assignment under this Section 13.3(A)(ii), and no SPC shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or contemplated other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such merger SPC any bankruptcy, reorganization, arrangement, insolvency or corporate transaction; providedliquidation proceedings under the laws of the United States or any State thereof in relation to matters arising under this Agreement. In addition, that notwithstanding anything to the contrary contained in each case this Section 13.3, any SPC may (i) with notice to, but without the successor tenant or successor Tenant Party (if not the named Tenant hereinprior written consent of, the “Unrelated Successor Tenant”Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its interests in any Advances to the Granting Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent in accordance with the terms of Section 13.3(A)(i)) assumes all providing liquidity and/or credit support to or for the account of such Tenant’s obligations under SPC to support the Master Lease funding or maintenance of Advances and (except that ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Unrelated Successor Tenant shall SPC. This Section 13.3(A)(ii) may not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all amended without the written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSPC affected thereby.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may at any time assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease Loan Documents (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitment and the assets of Tenant’s Parent, (2) is Loans at the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1time owing to it), (2) and (3), ; provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor assignment shall be subject to the reasonable approval following conditions: (a) the aggregate amount of Landlord the Commitments retained by Bank of America, N.A., as Lender, is at least 50.1% of all Commitments (i) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (ii) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (ii) in any case not described in clause (i) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Landlord MortgageeAssumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Agent otherwise consents (such consent not to be unreasonably withheld or delayed). (c) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (d) No consent shall be required for any assignment except to the extent required by clause (b)(ii) above and, in addition: (i) the consent of Borrower Agent (such consent not to be unreasonably withheld or delayed) required pursuant to clause (b)(ii) above shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that consent of Borrower Agent shall not be required during the primary syndication of the credit facility provided herein; and (ii) the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund administered or managed by a Lender or an Affiliate of a Lender. (e) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (f) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (g) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Except as provided in this clause 15.2 or the Integrated Network Deed, or with the prior written consent of the other Parties, no Party may assign this Master Lease to Tenant’s Parent or transfer all or any Subsidiary thereof; of its rights or obligations under this Agreement. (b) The Lessor may assign and transfer all (and not part only) of its rights and obligations under this Agreement to a person to whom it assigns or transfers at the same time all (but not part only) of its right, title and interest in the Extension Infrastructure and its rights and obligations under the Integrated Network Deed, being a person that is the State or is owned or controlled by the State, provided that such assignment is subject to the condition that, if the assignee (not being the State) ceases to be owned or controlled by the State, those rights and obligations must, on or prior to that cessation, be assigned and transferred to the State or a person that is owned or controlled by the State. Any such assignee must execute a deed under which the assignee undertakes to the Parties to be bound by the terms of this Agreement as if it were the Lessor. (c) The lessor under the Infrastructure Lease must not assign or transfer its rights and obligations under the Infrastructure Lease unless it assigns and transfers, at the same time to the same person, all of its rights and obligations under this Agreement. (d) Subject to clause 15.2(e), except with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee: (i) may only assign and transfer all (and not part only) of its rights and obligations under this Agreement to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under the Integrated Network Deed, each Other Extension Infrastructure Agreement and each Other Integrated Network Deed; and (ii) must assign and transfer all of its rights and obligations under this Agreement to a person to whom it assigns or transfers any of its rights or obligations under the Master Integrated Network Deed, an Other Extension Infrastructure Agreement or an Other Integrated Network Deed. Any such assignee must execute a deed under which the assignee undertakes to the Parties to be bound by the terms of this Agreement as if it were the Sublessee. (e) The Sublessee may assign and transfer to a person such of its rights and obligations under this Agreement as relate to part of the Extension Infrastructure if it assigns and transfers at the same time to that person such of its rights and obligations under: (i) if applicable, the Infrastructure Lease as relate to a part of the Leased Infrastructure; and (either directly ii) if applicable, an Other Extension Infrastructure Agreement as relate to a part of the Other Extension Infrastructure, so that the relevant parts of the Extension Infrastructure, Leased Infrastructure (if applicable) and the Other Extension Infrastructure (if applicable) are, together, reasonably capable of being managed and operated, in accordance with all applicable Laws and the requirements of all applicable Authorisations, as a discrete part of a railway. The Parties agree to give effect to an assignment and transfer under clause 15.2(e) by the Lessor and Lessee entering into an agreement, on the same terms and conditions of this agreement, with the assignee (as “Sublessee”) (Transferee Extension Infrastructure Agreement) under which the applicable part of the Extension Infrastructure will be taken to be “Extension Infrastructure” leased by the Lessor to the Lessee under, and for the purposes of, the Transferee Extension Infrastructure Agreement. Upon the Lessor, Xxxxxx and assignee entering into a Transferee Extension Infrastructure Agreement: (i) the “Extension Infrastructure” leased by the Lessor to the Lessee under the Transferee Extension Infrastructure Agreement will immediately cease being subject to the lease under this Agreement; and (ii) the Transferee Extension Infrastructure Agreement will be deemed to be an Other Extension Infrastructure Agreement for the purposes of this Agreement. (f) Unless the Sublessee assigns and transfers all of its rights and obligations under this Agreement and all of its rights and obligations under the Infrastructure Lease at the same time and to the same person, the Sublessee must not assign or indirectlytransfer any of its rights or obligations under the Infrastructure Lease unless, where required to do so by the Lessor: (i) the assignee has executed a deed in favour of the Lessor (on terms reasonably acceptable to the Lessor) under which the assignee agrees to be bound by the operation of law or through clause 11.6(a)(ii) and to assume the obligations relating to the Extension Infrastructure, Railway Assets and Additional Land as will thereby be imposed on it under the Infrastructure Lease; and (ii) the Sublessee has executed a merger or other corporate transactiondeed in favour of the Lessor and the assignee (on terms reasonably acceptable to the Lessor) under which the Sublessee agrees, on the termination of this Agreement: (A) to any other solvent corporationperform, partnership, limited liability company or other legal entity that (1) acquires all or substantially all in favour of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, assignee or (3if this Agreement terminates on the same date as the Infrastructure Lease terminates or expires) results from a consolidationthe Lessor or its nominee, reorganization or recapitalization of Tenant’s Parent such obligations as would otherwise be imposed on the Sublessee in connection with a solvent corporationthe Extension Infrastructure, partnership or other legal entity, in each case of subclauses (1Railway Assets and Additional Land under clause 14.1(b), (2c), (d), (f) and (3g) of the Infrastructure Lease if the Sublessee was the lessee under the Infrastructure Lease, the favouree was the lessor under the Infrastructure Lease, the date of the assignment or transfer was the "Lease End Date" (as defined in the Infrastructure Lease), provided and the surviving entity has a net worth Extension Infrastructure, Railway Assets and Additional Land were respectively "Infrastructure", "Railway Assets" and "Additional Land" (as defined in the Infrastructure Lease); and (B) to perform, in favour of not less than the net worth of Tenant’s Parent as of immediately prior such merger assignee or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not this Agreement terminates on the named Tenant hereinsame date as the Infrastructure Lease terminates or expires) the Lessor or its nominee, such obligations as would otherwise be imposed on the Sublessee in connection with the Railway Assets and Additional Land under clause 15(b) and (c) of the Infrastructure Lease if the Sublessee was the lessee under the Infrastructure Lease, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations favouree was the lessor under the Master Infrastructure Lease, the date of the assignment or transfer was the date that the lessee under the Infrastructure Lease (except that any such Unrelated Successor Tenant shall not be is required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all return and surrender the Leased Infrastructure under clause 14.1(a) of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Infrastructure Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect the Railway Assets and Additional Land were respectively "Railway Assets" and "Additional Land" (as defined in the Infrastructure Lease). (g) If the Railway Assets and Additional Land are transferred to the Recapture SpaceLessor or its nominee in accordance with clause 15.2(f)(ii)(B), Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.clauses 15(d),

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender (each such assigning Lender under this Section 14.3 being a "Seller") may, without Landlord’s prior written consent: in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Borrower or any Subsidiary thereof; of their Affiliates) ("Purchasers") that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payment being subject to any withholding taxes, all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit) in accordance with the Master Lease (either directly provisions of this Section 14.3. Each assignment shall be of a constant, and not a varying ratable or indirectly, by operation non-pro rata percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets Seller's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Tenant’s ParentExhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves loans and commitments in an aggregate amount of at least $1,000,000 and integral multiples of $1,000,000 in excess thereof (2which minimum amount (i) is shall not apply to any assignment between Lenders, or to an Approved Fund or Affiliate of any Lender, and (ii) in any event may be waived by the surviving entity Administrative Agent). The written consent of the Administrative Agent, and, prior to the occurrence of a merger Default, and only with Tenant’s Parentrespect to any assignment other than to another Lender or an Affiliate or Approved Fund of any Lender, or the Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of such assigning Lender or Approved Fund of such assigning Lender. Notwithstanding anything to the contrary contained herein, any Lender (2each such Lender, a "Granting Bank") and may grant to a conduit or special purpose funding vehicle (3each such special purpose funding vehicle, a "Conduit"), provided identified as such in writing from time to time by the surviving entity has applicable Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a net worth commitment by any Conduit to make any Advance, (ii) if a Conduit elects not to exercise such option or otherwise fails to provide all or any part of not less than such Advance, the net worth applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of Tenant’s Parent an Advance by any Conduit hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as of immediately prior if, such merger Advance were made by such Granting Bank. Each party hereto hereby agrees that no Conduit shall be liable for any indemnity or other corporate transactionsimilar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related Conduit, after and all payments in respect of the Obligations due to such Granting Bank or the related Conduit, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any financing provided assignment under this Section 14.3(A)(ii), and no Conduit shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or contemplated other senior indebtedness of any Conduit, it will not institute against, or join any other person in instituting against, such merger Conduit any bankruptcy, reorganization, arrangement, insolvency or corporate transaction; providedliquidation proceedings under the laws of the United States or any State thereof. In addition, that notwithstanding anything to the contrary contained in each case this Section 14.3, any Conduit may (i) with notice to, but without the successor tenant or successor Tenant Party (if not the named Tenant hereinprior written consent of, the “Unrelated Successor Tenant”Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its interests in any Advances to the Granting Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent in accordance with the terms of Section 14.3(A)(i)) assumes all providing liquidity and/or credit support to or for the account of such Tenant’s obligations under Conduit to support the Master Lease funding or maintenance of Advances and (except that ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Unrelated Successor Tenant shall Conduit. This Section 14.3(A)(ii) may not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all amended without the written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeConduit affected thereby.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law (aand, in the case of any assignment of the Swing Line Commitment, in compliance with Section 13.3.3), at any time assign to a Qualified Bank (“Purchaser”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit M or in such other form as may be agreed to by the parties thereto (either directly or indirectlyan “Assignment and Assumption”). Except as otherwise hereinafter provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of Tenant’s Parentthe Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required, including with respect to clause (2b) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1below), (2a) and each such assignment (3), provided the surviving entity has other than an assignment of a net worth Competitive Bid Loan) shall (unless it is an assignment of a Lender’s entire interest in a Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the net worth sum of Tenantthe Revolving Credit Commitment and Term Loans of a Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of the sum of such Lender’s Parent Revolving Credit Commitment and Term Loans as of immediately prior the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such merger lesser amount to which the Borrower may, in its sole discretion, agree in writing). Notwithstanding the foregoing, if the Obligations shall become due and payable, whether at maturity or other corporate transactionby acceleration or otherwise, or any payment of principal or interest hereunder shall not be paid within 45 days after giving effect such payment shall be due, any Lender may assign all or (subject to the Administrative Agent’s consent to any financing provided or contemplated assignment that does not comply with the limitations contained in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party clause (if not the named Tenant herein, the “Unrelated Successor Tenant”a) assumes all above) any part of such Tenant’s its rights and obligations under the Master Lease Loan Documents to any Person (except that other than the Borrower, the Company or any such Unrelated Successor Tenant Affiliate of the Borrower or of the Company) without consent by the Borrower or the Administrative Agent. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be required to operate a “Sears” unreasonably withheld or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageedelayed.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may at any time assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease Loan Documents (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitment and the assets Loans (including for purposes of Tenant’s Parentthis Section 13.3.1, (2participations in L/C Obligations) is at the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1time owing to it), (2) and (3), ; provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor assignment shall be subject to the reasonable approval following conditions: (a) Each partial assignment shall be made as an assignment of Landlord a proportionate part of all the assigning Lender’s rights and Landlord Mortgageeobligations under this Agreement with respect to the Loans or the Commitment assigned. (b) No consent from any Person shall be required for any assignment of Loans or Commitments except: (i) the consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); (ii) so long as no Event of Default has occurred and is continuing, the consent of the Borrower Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required, unless such assignment is to a Lender, an Affiliate of such Lender or an Approved Bank, in which case no consent from the Borrower Agent or any other Borrower shall be required; provided that, to the extent Borrower Agent consent is required in accordance with this clause (ii) and such assignment is for less than $5,000,000, Borrower Agent shall deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; and (iii) the consent of each Issuing Bank (such consent not to be unreasonably withheld, conditioned or delayed). (c) The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. (d) No such assignment shall be made (i) to any Borrower or any Affiliate or Subsidiary of any Borrower, (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (e) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or other compensating actions, including funding, with the consent of Borrower Agent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent, any Issuing Bank or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (g), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: Any Lender may at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents subject to the following conditions: (either directly i) Each such assignment shall be of a constant and not varying ratable or indirectly, by operation of law or through a merger or other corporate transactionnon-pro rata percentage (as between the Term Loan Facility and the Revolving Facility) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenantassigning Lender’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) rights and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease Loan Documents; (except ii) Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto; (iii) Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans, as applicable, of the assigning Lender or (unless each of the Company and the Agent otherwise consents; provided that any such Unrelated Successor Tenant the consent of the Company shall not be required to operate if a “Sears” or “Kmart” Store, but shall otherwise comply with all Default has occurred and is continuing) be in an aggregate amount not less than $5,000,000. The amount of the provisions assignment shall be based on the Revolving Loan Commitment or Outstanding Revolving Credit Exposure (if the Revolving Loan Commitment has been terminated) and/or the outstanding Term Loan Commitment (if any) or Term Loans subject to the assignment, determined as of Sections 7.2 and 7.3). In the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment; (iv) Except in the case of any an assignment to an existing Lender that has advanced a Revolving Loan to each Dutch Borrower, the amount of such assignment, (x) each Lease Guarantor assignment with respect to a borrowing made to a Dutch Borrower shall always be at least €50,000 (or its equivalent in another Agreed Currency) unless an assignment is made to any Person which qualifies as a professional market party (professionele markt partij) under the successor to each Lease GuarantorDutch Financial Supervision Act; (v) shall reaffirm the Lease Guaranty The Purchaser (A) if it is not the successor to Tenant a Non-U.S. Lender, shall have delivered tax certificates described in Section 3.5, which indicate that such Non-U.S. Lender is exempt from any withholding tax under the Master Leaselaws of the United States on payments by the Company in such jurisdiction, (B) in a written instrument shall have confirmed that it is exempt from any withholding tax under the laws of the Netherlands on payments by Dutch Borrowers and (C) shall provide to the Agent for the express benefit onward transmission to the relevant UK Borrower, in respect of Landlord Loans made to a UK Borrower, a tax certificate in the form set forth in the Exhibit H attached hereto, except, in the case of clauses (A) and content reasonably satisfactory (B), to Landlord and Landlord shall receive a fully executed copy thereofthe extent the assigning Lender was entitled, (y) at the use time of the Demised Premisesassignment, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant receive additional amounts with respect to the Recapture Spacesuch withholding taxes pursuant to Section 3.5; and (vi) So long as no Event of Default shall have occurred and be continuing, Additional Recapture Space and the 100% Recapture Property no such assignment shall be made to any Person that is not capable of lending (A) Agreed Currencies to each Borrower and (zB) with respect to subdivision (b) above, if the identity and creditworthiness each Type of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeLoan.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender (each such assigning Lender under this Section 14.3 being a "Seller") may, without Landlord’s prior written consent: in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Borrower or any Subsidiary thereof; of their Affiliates) ("Purchasers") that are, at the time of such assignment, entitled to receive interest on the Obligations being assigned to such institution without such payment being subject to any withholding taxes and, in the case of assignments of the Revolving Loan Commitments, are able to make Eurocurrency Rate Loans in the Agreed Currencies, all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the Master Lease (either directly provisions of this Section 14.3. Each assignment shall be of a constant, and not a varying ratable or indirectly, by operation non-pro rata percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets Seller's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Tenant’s ParentExhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves loans and commitments in an aggregate amount of at least $1,000,000 and integral multiples of $1,000,000 in excess thereof (2which minimum amount (i) is shall not apply to any assignment between Lenders, or to an Approved Fund or Affiliate of any Lender, and (ii) in any event may be waived by the surviving entity Administrative Agent). The written consent of the Administrative Agent, and, prior to the occurrence of a merger Default, and only with Tenant’s Parentrespect to any assignment other than to another Lender or an Affiliate or Approved Fund of any Lender, or the Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of such assigning Lender or Approved Fund of such assigning Lender; provided, no consent of the Borrower shall be required in connection with any assignment by any Lender consummated after consultation with the Borrower during the Syndication Period (2subject to the provisions of the commitment letter dated May 11, 2001 executed by the Borrower, the Administrative Agent and the Arranger). Notwithstanding anything to the contrary contained herein, any Lender (each such Lender, a "Granting Bank") and may grant to a conduit or special purpose funding vehicle (3each such special purpose funding vehicle, a "Conduit"), provided identified as such in writing from time to time by the surviving entity has applicable Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a net worth commitment by any Conduit to make any Advance, (ii) if a Conduit elects not to exercise such option or otherwise fails to provide all or any part of not less than such Advance, the net worth applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of Tenant’s Parent an Advance by any Conduit hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as of immediately prior if, such merger Advance were made by such Granting Bank. Each party hereto hereby agrees that no Conduit shall be liable for any indemnity or other corporate transactionsimilar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related Conduit, after and all payments in respect of the Obligations due to such Granting Bank or the related Conduit, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any financing provided assignment under this Section 14.3(A)(ii), and no Conduit shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or contemplated other senior indebtedness of any Conduit, it will not institute against, or join any other person in instituting against, such merger Conduit any bankruptcy, reorganization, arrangement, insolvency or corporate transaction; providedliquidation proceedings under the laws of the United States or any State thereof. In addition, that notwithstanding anything to the contrary contained in each case this Section 14.3, any Conduit may (i) with notice to, but without the successor tenant or successor Tenant Party (if not the named Tenant hereinprior written consent of, the “Unrelated Successor Tenant”Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its interests in any Advances to the Granting Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent in accordance with the terms of Section 14.3(A)(i)) assumes all providing liquidity and/or credit support to or for the account of such Tenant’s obligations under Conduit to support the Master Lease funding or maintenance of Advances and (except that ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Unrelated Successor Tenant shall Conduit. This Section 14.3(A)(ii) may not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all amended without the written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeConduit affected thereby.

Permitted Assignments. Notwithstanding the foregoing, Tenant (i) Any Lender (each such assigning Lender under this Section 14.3 being an "Assigning Lender") may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Company or any Subsidiary thereof; of its Affiliates) ("Purchasers") all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Tranche A Revolving Loan Commitment, its Tranche B Revolving Loan Commitment, its Tranche C Revolving Loan Commitment, its Tranche D Revolving Loan Commitment, any Loans owing to it, all of its participation interests in existing Letters of Credit, Swing Line Loans and Alternate Currency Loans, and its obligation to participate in additional Letters of Credit, Swing Line Loans and Alternate Currency Loans hereunder) in accordance with the Master Lease provisions of this Section 14.3. Such assignment shall be substantially in the form of Exhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Assigning Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent and the Company, involves loans and commitments as a consequence of which neither the Assigning Lender nor the Purchaser will have a Revolving Loan Commitment or Term Loans, as applicable, of less than $5,000,000; provided that the foregoing restrictions with respect to such Revolving Loan Commitments or Term Loans having a minimum aggregate amount (either directly or indirectly, by operation of law or through a merger or other corporate transactionA) shall not apply to any other solvent corporationassignment between Lenders, partnershipor to an Affiliate or Approved Fund of any Lender, limited liability company or other legal entity that and (1B) acquires all or substantially all in any event may be waived by the Administrative Agent. The written consent of the assets of Tenant’s ParentAdministrative Agent, (2) is and, prior to the surviving entity occurrence of a merger with Tenant’s ParentDefault, or the Company (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate or Approved Fund of such Lender. (2ii) and Notwithstanding anything to the contrary contained herein, any Lender (3each such Lender, a "Granting Bank") may grant to a special purpose funding vehicle (each such special purpose funding vehicle, a "SPC"), identified as such in writing from time to time by the applicable Granting Bank to the Administrative Agent and the Company, the option to provide to the Company and the other Borrowers all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the applicable Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the surviving entity has a net worth applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of not less than an Advance by any SPC hereunder shall utilize the net worth Revolving Loan Commitment of Tenant’s Parent the applicable Granting Bank to the same extent, and as of immediately prior if, such merger Advance were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or other corporate transactionsimilar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related SPC, after and all payments in respect of the Obligations due to such Granting Bank or the related SPC, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any financing provided assignment under this Section 14.3(a)(ii), and not SPC shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or contemplated other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such merger SPC any bankruptcy, reorganization, arrangement, insolvency or corporate transaction; providedliquidation proceedings under the laws of the United States or any State thereto. In addition, that notwithstanding anything to the contrary contained in each case this Section 14.3, any SPC may (A) with notice to, but without the successor tenant or successor Tenant Party (if not the named Tenant hereinprior written consent of, the “Unrelated Successor Tenant”Company and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its interest in any Advances to the Granting Bank or to any financial institutions (consented to by the Company and the Administrative Agent in accordance with the terms of Section 14.3(a)(i)) assumes all providing liquidity and/or credit support to or for the account of such Tenant’s obligations under SPC to support the Master Lease funding or maintenance of Advances and (except that B) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Unrelated Successor Tenant shall SPC. This Section 14.3(a)(ii) may not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all amended without the written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSPC affected thereby.

Permitted Assignments. Notwithstanding At any time after the foregoingExecution Date and upon the consent of Administrative Agents, Tenant may, without Landlord’s prior written consent: (a) any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially a portion of the Notes payable to it, its Facilities and its Loans), provided that the terms of assignment satisfy the following requirements: 19.4.1.1. Administrative Agents shall have accepted the assignment, which acceptance shall not be unreasonably withheld; provided, however, that if the Facilities have been terminated and the Loan Obligations accelerated by Required Lenders, then Administrative Agents’ consent shall not be required; and provided further, however, an assignment from a Lender to an Affiliate of such Lender shall not require the prior written acceptance of Administrative Agents, but such Lender shall give prior written notice of such assignment to Administrative Agents and such assignment shall otherwise be subject to all of the assets terms and provisions of Tenantthis Section and this Agreement. 19.4.1.2. If there is no Existing Default and none of the Facilities have been terminated, unless such assignment is to a Lender, an Administrative Agent, or any Affiliate of the foregoing, Reseller shall have consented to the assignment, which consent shall not be unreasonably withheld or delayed. 19.4.1.3. For each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance in the form of Exhibit 19.4.1 together with any Note subject to such assignment and a processing fee of $5,000. 19.4.1.4. The minimum aggregate Facility which shall be assigned (which shall include the applicable portion of the assigning Lender’s ParentRevolving Loan Facility, Floorplan Loan Facility and Letter of Credit Facility (2and in the case of Administrative Agents, the Swingline Facility and the Interim Floorplan Loan Facility) is the surviving entity of a merger with TenantFifteen Million Dollars ($15,000,000) or such lesser amount which constitutes such Lender’s Parententire Facility; provided, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transactionhowever, after giving effect to any financing such an assignment, unless the assigning Lender has assigned all of its Facilities hereunder, the assigning Lender shall retain no less than Twenty-Five Million Dollars ($25,000,000) in Facilities hereunder; and provided or contemplated in such merger or corporate transaction; providedfurther, however, that no such minimum shall apply between a Lender and its Affiliates, or between one Lender and another Lender or to an assignment of all of a Lender’s rights and obligations under this Agreement. 19.4.1.5. The assignee shall have an office located in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinUnited States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the “Unrelated Successor Tenant”) assumes all assignee thereunder shall be a Party hereto and, to the extent of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or have the successor obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to each Lease Guarantor) the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, Administrative Agents and Reseller shall reaffirm make appropriate arrangements so that, if required, new Notes are issued to the Lease Guaranty (if it assignor and the assignee. If the assignee is not the successor to Tenant incorporated under the Master Lease) in laws of the United States of America or a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy State thereof, (y) the use of the Demised Premises, except it shall deliver to Reseller and Administrative Agents certification as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) exemption from deduction or withholding of Taxes in accordance with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSection 4.11.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectlyincluding, by operation of law or through a merger or other corporate transaction) to any other solvent corporationwithout limitation, partnershipits Revolving Loan Commitment, limited liability company or other legal entity that (1) acquires all or substantially any portion of the Loans owing to it, all or any portion of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this Section 12.3 on a pro rata or non-pro rata basis; provided, however that no such assignment to a Purchaser which is not a Lender or Affiliate thereof shall be permitted without the Borrower's prior written consent (which consent shall not be unreasonably withheld provided it shall be deemed reasonable grounds for denying such consent, without limitation, if the Borrower determines that such assignment may reasonably be expected to result in the payment by the Borrower of amounts under Section 2.15(E) or Article III greater than would be payable if such assignment were not consummated and the proposed assignee is not willing to waive such amounts). Each assignment shall be of a constant, and not a varying, ratable percentage of all of the assets assigning Lender's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Tenant’s Parent, (2) Exhibit G hereto and shall not be permitted hereunder unless such assignment is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes either for all of such Tenant’s Lender's rights and obligations under the Master Lease Loan Documents or, without the prior written consent of the Agent, involves Loans and Commitments in an aggregate amount of at least $5,000,000. Notice to the Agent and consent of the Agent (except that any such Unrelated Successor Tenant which consent shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantorunreasonably withheld) shall reaffirm the Lease Guaranty (if it is not the successor be required prior to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant an assignment becoming effective with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageea Purchaser which is not a Lender or an Affiliate thereof.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law and the provisions of this Section 12.3, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit "I" hereto or in such other form as may be agreed to by the parties thereto. The Lender which desires to make such an assignment (either directly the "Transferor Lender") shall so inform the Borrower and the Agent in writing. The Borrower shall then have an exclusive period of 30 days after such notice from the Transferor Lender to locate a Purchaser (which may or indirectlymay not be an entity recommended by the Transferor Lender) for that portion of the Transferor Lender's rights and obligations which are proposed to be sold and, if the Borrower locates a Purchaser within such period, the Transferor Lender will make the proposed assignment to such Purchaser as long as the terms of such assignment are no worse than the Transferor Lender could obtain in a sale to a Purchaser of its choice. If a sale to a Purchaser selected by operation the Borrower does not occur within such 30 day period, the Transferor Lender may, with the consent of law the Agent and the Borrower (which shall not be unreasonably withheld or through delayed), make the proposed assignment to a merger or other corporate transaction) to Purchaser of its choice. Notwithstanding the foregoing provisions, any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires Lender may make an assignment of all or substantially all any part of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) its rights and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease Loan Documents (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all i) without the consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (Borrower or the successor Agent and without giving the Borrower the 30-day exclusive period to each Lease Guarantorlocate a Purchaser described above if the Purchaser is another Lender or an Affiliate of a Lender or (ii) shall reaffirm without the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use consent of the Demised Premises, except as expressly set forth above, shall continue Borrower and without giving the Borrower the 30-day exclusive period to comply with the requirements of this Master Lease, including without limitation all rights of Landlord locate a Purchaser described above if a Default has occurred and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeis continuing.

Permitted Assignments. Notwithstanding A Limited Partner (other than the foregoingGeneral Partner) may only sell, Tenant mayassign, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent hypothecate, encumber or otherwise transfer all or any Subsidiary thereof; part of his or (b) her interest in the Partnership if the following requirements are satisfied: 11.1.1 The General Partner consents in its sole and absolute discretion in writing to the transfer; 11.1.2 No Limited Partner shall transfer, assign or convey or offer to transfer, assign or convey all or any portion of a Unit to any person who does not possess the financial qualifications required of all persons who become Limited Partners (including, but not limited to, being an “accredited investor”), as described in the Memorandum and the Supplement; 11.1.3 No Limited Partner shall have the right to transfer all any Unit to any minor or to any person who, for any reason, lacks the capacity to contract for himself or herself under applicable law. Such limitations shall not, however, restrict the right of its rights and obligations any Limited Partner to transfer any one or more Units to a custodian or a trustee for a minor or other person who lacks such contractual capacity; 11.1.4 The General Partner, with advice of counsel, must determine that such transfer will not jeopardize the applicability of the exemptions from the registration requirements under the Master Lease Securities Act of 1933, as amended, and registration or qualification under state securities laws relied upon by the Partnership and General Partner in offering and selling the Units or otherwise violate any federal or state securities laws; 11.1.5 The General Partner, with advice of counsel, must determine that, despite such transfer, Units will not be deemed traded on an established securities market or “readily tradable on a secondary market (either directly or indirectly, the substantial equivalent thereof)” under the provisions applicable to publicly traded partnership status; 11.1.6 Any such transfer shall be by operation a written instrument of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment, the “Unrelated Successor Tenant”) assumes all terms of such Tenant’s obligations under the Master Lease (except that which are not in contravention of any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 this Agreement, and 7.3). In which has been duly executed by the case assignor of any such Units and accepted by the General Partner in writing; 11.1.7 A transfer fee shall be paid by the transferring Limited Partner in such amount as may be required by the General Partner and/or Lender to cover all reasonable expenses, including attorneys’ fees, connected with such assignment, ; and 11.1.8 The transfer will not result in qualified benefit plans owning twenty-five percent (x25%) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use more of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeUnits.

Permitted Assignments. Notwithstanding the foregoingSubject to its giving at least 2 Business Days notice to Agent and Borrowers, Tenant any Lender may, without Landlord’s prior written consent: (a) in accordance with Applicable Law, at any time assign this Master Lease to Tenant’s Parent any Eligible Assignee all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, so long as (either directly or indirectlyi) each assignment is of a constant, by operation and not a varying, ratable percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets transferor Lender’s rights and obligations under the Loan Documents with respect to the Loans and the Letter of Tenant’s ParentCredit Outstandings and, (2) is in the surviving entity case of a merger with Tenant’s Parentpartial assignment, or is in a minimum principal amount of $5,000,000 (3unless otherwise agreed by Agent in its sole discretion) results from a consolidation, reorganization or recapitalization and integral multiples of Tenant’s Parent with a solvent corporation, partnership or other legal entity, $1,000,000 in each excess of that amount; (ii) except in the case of subclauses (1)an assignment in whole of a Lender’s rights and obligations under the Loan Documents or an assignment by a Lender to another Lender, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing assignment, the aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $5,000,000 (unless otherwise agreed by Agent in its sole discretion); and (iii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Borrowers (except upon and during the continuance of an Event of Default) and Agent shall be required prior to an assignment becoming effective with respect to an Eligible Assignee that is not a Lender or an Affiliate of a Lender (such consent of Borrowers and Agent not to be unreasonably withheld or delayed). Nothing contained herein shall limit in any way the right of Lenders to assign all or any portion of the Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of this clause (ii) any payment in respect of such assignment, (x) each Lease Guarantor (or assigned Loans made by Borrowers to the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) assigning Lender in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply accordance with the requirements terms of this Master Lease, including without limitation all rights Agreement shall satisfy Borrowers’ obligations hereunder in respect of Landlord and all obligations of Tenant with respect such assigned Loans to the Recapture Spaceextent of such payment, Additional Recapture Space and but no such assignment shall release the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding Any Limited Partner, who is an individual, may assign all or any portion of such Partner’s Interest in the foregoingPartnership to a trust or family limited partnership for the benefit of one or more members of the immediate family of such Limited Partner with the consent of the General Partner, Tenant maywhich consent will not be unreasonably withheld. The phrase “immediate family” means the spouse (“Spouse”), without Landlordparents, children, grandchildren, brothers, sisters, nieces, or nephews of the Limited Partner. Upon such assignment, the trust or family limited partnership (“Permitted Assignee”) shall thereupon be entitled to the rights of a Partner as to the interest assigned, but only if and so long as the original assigning Limited Partner retains voting control of such trust or family limited partnership for purposes of the management of such Limited Partner’s prior written consentInterest. Without such voting control, such trust or family limited partnership shall automatically and immediately become an “assignee” of the Interest in the Partnership and such loss of control shall be deemed to be an event subject to Section 8.12, and the Class A Limited Partner, the Partnership, and the other Partners shall have the option to purchase such Interest pursuant to Sections 8.3 through 8.8 and including Sections 8.16 and 8.17. Any subsequent conveyance or assignment by the trust or family limited partnership shall be fully subject to the terms of this Agreement. Subject to the deemed offer and purchase rights set out in this Article Eight, upon the death of a Partner, such Partner’s estate and heirs may be an assignee under this Section 8.2. Upon such assignment, the estate shall be entitled to all the rights of an assignee and shall be bound by the terms and provisions of this Agreement, and subject to the option to purchase such Interest pursuant to Sections 8.3 through 8.8 and including Sections 8.16 and 8.17. Any such “assignee” to whom an interest in the Partnership has been validly transferred pursuant to this paragraph shall only: (ai) assign be allocated income, gain, or loss and receive distributions as provided in this Master Lease to Tenant’s Parent or any Subsidiary thereofAgreement in the same manner as the Partner from whom such interest was transferred would have received such allocations and distributions; or (bii) assign or transfer be credited with the Capital Account of the transferring Partner; and (iii) acquire all of its rights the rights, responsibilities and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, Partner from whom such interest was transferred (2) is including the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1obligations to contribute capital), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all not have any right to participate in any management, operation, or administration of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageePartnership.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower (either directly but not the Guarantor) and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or indirectlyan affiliate thereof; provided, however, that if an Event of Default has occurred and is continuing, the consent of the Borrower and/or the Guarantor shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000.00 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Upon (i) delivery to the Agent of an assignment, together with any consents required by operation this Section, and (ii) payment of law or through a merger or other corporate transaction) $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other solvent corporation, partnership, limited liability company Loan Document executed by or other legal entity that (1) acquires all or substantially all on behalf of the assets of Tenant’s Parent, (2) is Lenders and shall have all the surviving entity rights and obligations of a merger Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with Tenant’s Parentrespect such assignment. Upon the consummation of any assignment to a Purchaser pursuant to this Section, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or (3) results from a consolidationthe Purchaser desires that its Loans be evidenced by Notes, reorganization or recapitalization of Tenant’s Parent with a solvent corporationmake appropriate arrangements so that new Notes or, partnership or other legal entityas appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case of subclauses (1)in principal amounts reflecting their respective Commitments, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect adjusted pursuant to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. Except as otherwise provided in this Agreement, the Manager may not sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in the Company except with the consent of a Majority Vote of the Members, which consent may be withheld by such Members in their sole and absolute discretion and without reason or for any reason whatsoever. If the Members consent to the transfer, the interest may only be sold to the proposed transferee within the time period approved by the Members, or within 90 days of such consent on the proposed terms and price, if later. All costs of the transfer, including reasonable attorneys' fees (if any), shall be borne by the transferring Manager. 10.1.1 Any assignment or transfer of the Manager's interest provided for by this Agreement can be an assignment or transfer of all of its interest or any portion or part of its interest. 10.1.2 Any transfer of all or a part of any Manager's interest may be made only pursuant to the terms and conditions contained in this Section 10. 10.1.3 Any such assignment shall be by a written instrument of assignment, the terms of which are not in contravention of any of the provisions of this Agreement, and which has been duly executed by the assignor of such Manager's interest and accepted by the Members pursuant to a Majority Vote. 10.1.4 The assignor and assignee shall have executed, acknowledged, and delivered such other instruments as the Members pursuant to a Majority Vote, may deem necessary or desirable to effect such substitution, which may include an opinion of counsel regarding the effect and legality of any such proposed transfer, and which shall include the written acceptance and adoption by the assignee of the provisions of this Agreement. 10.1.5 Notwithstanding the foregoingforegoing Sections 10.1.1 - 10.1.4, Tenant mayand anything to the contrary in this Agreement, without Landlord’s prior written consentthe Manager or its Affiliates may sell, assign, hypothecate, encumber or otherwise transfer any part or all of its interest in the Company received in consideration for funds advanced to the Company in accordance with Section 3.3, provided that: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereofthe Manager, its Affiliates and/or the transferee are responsible for all transfer costs including the Company's legal fees and costs; or (b) assign or such transferee agrees to be bound by this Agreement; (c) such transfer complies with all of its rights requirements pursuant to the Act, and obligations under the Master Lease all applicable federal and state securities laws; and (either directly or indirectly, by operation of law or through a merger or other corporate transactiond) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all such transferee is an Affiliate of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeManager.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlordin the ordinary course of its business and in accordance with applicable law, at any time assign to any of such Lender’s Affiliates or to another Lender or an Approved Fund, or with the prior approval of the Borrower, which shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written consent: notice to the Administrative Agent within five Business Days after having received notice thereof), any other entity (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity provided that (1a) acquires all or substantially all no assignee shall be entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to the date of the assets of Tenant’s Parentassignment than the amount to which such assignor would have been entitled to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN or W-8ECI referenced in Section 3.5(iv) hereof, (2b) is no assignments may be made to the surviving entity Borrower or its Affiliates and (c) except in the case of an assignment to a Lender or an Affiliate of a merger with TenantLender or an assignment of the entire remaining amount of the assigning Lender’s ParentCommitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent determined as of immediately prior the date such merger or other corporate transaction, after giving effect assignment is delivered to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”Administrative Agent) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all less than $5,000,000 unless each of the provisions Borrower and the Administrative Agent otherwise consent, provided that no such consent of Sections 7.2 the Borrower shall be required if a Default has occurred and 7.3)is continuing. In Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be substantially in the form of Exhibit D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective except in the case of an assignment to an Affiliated Qualified Institution. Such consents shall not be unreasonably withheld or delayed. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master LeaseLender, including without limitation all rights any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor a security interest; provided that any foreclosure or similar action by such pledgee or assignee shall be subject to the reasonable approval provisions of Landlord this Section 12.3.1 concerning assignments; and Landlord Mortgageeprovided, further that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 12.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parent, rights and obligations under the Loan Documents (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1unless otherwise agreed by Agent), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assignments hereunder shall not be required to operate be made on a “Sears” or “Kmart” Storepro rata basis between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, but shall in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise comply with agreed by Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the provisions transferor Lender’s Revolver Commitments and any related Revolver Loans of Sections 7.2 a given Facility; (b) the written consent of (i) the Administrative Borrower and 7.3). In Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, each Fronting Bank under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained; (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender assigns or transfers any such of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, (x) each Lease Guarantor (transfer or change occurs, a relevant Borrower would be obliged to make a payment to the successor New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to each Lease Guarantor) shall reaffirm receive payment under Section 3.7 to the Lease Guaranty (same extent as the existing Lender or Lender acting through its previous Lending Office would have been if it is the assignment, transfer or change had not occurred, except to the successor extent such entitlement to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofgreater payment results from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any ‎Disqualified Institution. Agent is hereby authorized by the use Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Demised PremisesBoard of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, except as expressly set forth abovehowever, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to comply deal solely and directly with the requirements of such Lender in connection with such Lender’s rights and obligations under this Master LeaseAgreement, including without limitation all rights of Landlord and all obligations of Tenant with respect (3) any payment by Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and the 100% Recapture Property and (z4) with respect to subdivision (b) above, if no such assignment shall release the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionCredit Documents; provided, however, that in each the case of an assignment to an entity which is not a Lender or an Affiliate of a Lender, such assignment shall be in a minimum amount of the successor tenant or successor Tenant Party lesser of (if not the named Tenant herein, the “Unrelated Successor Tenant”i) assumes $5,000,000.00 and (ii) all of such Tenant’s obligations under Lender's Commitments and Advances of the Master Lease Class being assigned. Subject to the minimum amount set forth in the preceding sentence, any Lender making such an assignment may assign any percentage of a Class of Advances and its Commitments related thereto without respect to the percentage assigned, if any, of any other Class of Advances and related Commitments. A Lender making an assignment shall also assign or cause such Lender's affiliate, if any, who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline Advances to the assignee or an appropriate affiliate of the assignee equal to the same portion of the Revolving Commitments and Revolving Advances sold to such Assignee. No Swingline Bank may assign any portion of its Swingline Advances unless it or its affiliate which has a Revolving Commitment assigns the same portion of such Lender's Revolving Commitments and Revolving Advances to the Person or an affiliate of the Person purchasing the assignment from such Swingline Bank. Such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit A or in such other form as may be agreed to by the parties thereto (except that any such Unrelated Successor Tenant "Assignment and Acceptance"). The consent of the Administrative Agent and, so long as no Default is continuing, the Company shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof. Such consent shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeunreasonably withheld.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: Any Lender (aeach an “Assignor Lender”) may at any time assign this Master Lease to Tenant’s Parent one or more banks or other entities (each an “Assignee Lender”) all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit E or in such other form as may be agreed to by the parties thereto (an “Assignment Agreement”). Each such assignment with respect to an Assignee Lender which is not a Lender, an Affiliate of a Lender or an Approved Fund shall either directly or indirectly, by operation of law or through a merger or other corporate transaction) be in an amount equal to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the entire applicable Revolving Credit Commitment and Loans of the assets Assignor Lender or (unless each of Tenant’s Parent, the Parent and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000; provided that such consent of the Parent shall be deemed to have been given if the Parent has not responded within fifteen (215) is the surviving entity Business Days of a merger with Tenant’s Parentrequest for such consent and; provided, or (3) results from a consolidationfurther, reorganization or recapitalization that such consent of Tenant’s the Parent with a solvent corporation, partnership or other legal entity, in each case shall not be required if an Event of subclauses (1Default under Section 9.01(a), (2) and (3b), provided (i) or (j) has occurred and is continuing. The amount of the surviving entity assignment shall be based on the Revolving Credit Commitment or outstanding Loans (if the Revolving Credit Commitment has a net worth of not less than been terminated) subject to the net worth of Tenant’s Parent assignment, determined as of immediately prior the date of such merger assignment or other corporate transaction, after as of the “Trade Date,” if the “Trade Date” is specified in the assignment. After giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all remaining Revolving Credit Commitment of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, assigning Lender (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) aboveor, if the identity and creditworthiness Revolving Credit Commitments have been terminated, then the aggregate principal amount of Loans held by the assigning Lender) shall either be zero or be at least $10,000,000. Unless such assignment is consented to by the Parent or is required by applicable law, no assignment may be made to an Affiliate of the successor tenant and successor Lease Guarantor shall assigning Lender if such assignment would increase the amounts payable by any Borrower hereunder. No assignment may be subject to the reasonable approval of Landlord and Landlord Mortgageemade hereunder if such assignment violates applicable law.

Permitted Assignments. Notwithstanding the foregoing, Tenant (i) Any Lender (each such assigning Lender under this Section 13.3 being a "SELLER") may, without Landlord’s prior written consent: in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Borrower or any Subsidiary thereof; of its Affiliates) that are U.S. Qualified Persons ("PURCHASERS") all or (b) assign or transfer all a portion of its rights and obligations under this Agreement and the Master Lease other Loan Documents (either directly or indirectlyincluding, by operation without limitation, its Revolving Loan Commitment, all Loans owing to it, all of law or through its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the provisions of this Section 13.3. Each assignment shall be of a merger or other corporate transaction) to any other solvent corporationconstant, partnershipand not a 122 varying, limited liability company or other legal entity that (1) acquires all or substantially ratable percentage of all of the assets Seller's rights and obligations under this Agreement. Such assignment shall be substantially in the form of Tenant’s ParentExhibit D hereto and shall not be permitted hereunder unless such assignment is either for all of such Seller's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent, involves loans and commitments in an aggregate amount of at least $5,000,000 (2) is or, if less, all of such Lender's rights and obligations under the surviving entity Loan Documents, and which minimum amount shall not apply to any assignment between Lenders. The written consent of the Administrative Agent, and, prior to the occurrence of a merger Default, and only with Tenant’s Parentrespect to any assignment other than to another Lender, or the Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of such assigning Lender or Approved Fund of such assigning Lender; provided, no consent of the Borrower shall be required in connection with any assignment by any Lender consummated after consultation with the Borrower during the Syndication Period. (2ii) and Notwithstanding anything to the contrary contained herein, any Lender (3each such Lender, a "GRANTING Bank") may grant to a special purpose funding vehicle (each such special purpose funding vehicle, a "SPC"), provided identified as such in writing from time to time by the surviving entity has applicable Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a net worth commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of not less than such Advance, the net worth applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of Tenant’s Parent an Advance by any SPC hereunder shall utilize the Revolving Loan Commitment of the applicable Granting Bank to the same extent, and as of immediately prior if, such merger Advance were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or other corporate transactionsimilar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related SPC, after and all payments in respect of the Obligations due to such Granting Bank or the related SPC, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any financing provided assignment under this Section 13.3(A)(ii), and no SPC shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or contemplated other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such merger SPC any bankruptcy, reorganization, arrangement, insolvency or corporate transaction; providedliquidation proceedings under the laws of the United States or any State thereof in relation to matters arising under this Agreement. In addition, that notwithstanding anything to the contrary contained in each case this Section 13.3, any SPC may (i) with notice to, but without the successor tenant or successor Tenant Party (if not the named Tenant hereinprior written consent of, the “Unrelated Successor Tenant”Borrower and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its interests in any Advances to the Granting Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent in accordance with the terms of Section 13.3(A)(i)) assumes all providing liquidity and/or credit support to or for the account of such Tenant’s obligations under SPC to support the Master Lease funding or maintenance of Advances and (except that ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Unrelated Successor Tenant shall SPC. This Section 13.3(A)(ii) may not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all amended without the written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSPC affected thereby.

Permitted Assignments. Notwithstanding Section 16.2 above, (i) either Party may transfer or assign its rights, benefits and obligations under this Agreement to an Affiliate; provided, that if requested by Purchaser, Supplier shall execute and deliver a guaranty of the foregoingperformance hereunder by such an assignee, Tenant may(ii) Purchaser may assign its rights, benefits and obligations under this Agreement to any purchaser of the Project; provided, that Purchaser may not transfer or assign this Agreement in whole or in part to a wind turbine design or manufacturing competitor of Supplier without the prior written consent of Supplier, which consent may be withheld in Supplier’s sole discretion and which may be conditioned upon the creditworthiness of the purchaser, (iii) Supplier is authorized to subcontract any portion of its duties under this Agreement to a third party or to delegate its obligations hereunder, in the ordinary course of its business, without Landlordreducing the scope of Supplier’s undertakings, obligations, and commitments to Purchaser, provided that Supplier agrees that it will not use any supplier for any Major Turbine Components not listed on Exhibit H without Purchaser’s advance written consent, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) a Party, without the consent of the other Party, may assign its interest in this Agreement to a lender, collateral trustee, security trustee or similar entity as collateral security for any financing entered into by the assigning Party, including a lease financing. The non-assigning Party shall, upon fifteen (15) days prior written consent: (a) request from the assigning Party, execute a consent containing customary terms and conditions, to any such collateral assignment. Further, notwithstanding Section 16.2 above, Purchaser shall have the right to assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer no less than all of its rights rights, duties and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Turbine Supply Documents to any other solvent corporationthird party, partnershipsubject to, limited liability company or other legal entity that (1) acquires all or substantially all and conditioned upon, the prior written consent of the assets of Tenant’s ParentSupplier, (2) is the surviving entity of a merger with Tenant’s Parentwhich shall not be unreasonably withheld, conditioned, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), delayed; provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except however that any such Unrelated Successor Tenant shall not be required to operate assignment is conditioned upon the receipt of a “Sears” or “Kmart” Store, but shall otherwise comply with all guarantee for the benefit of Supplier of the provisions performance of Sections 7.2 and 7.3). In the case of any such assignmentcontract obligations, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) including payment security, in a written instrument for the express benefit of Landlord form acceptable to Supplier, in form its sole and content reasonably satisfactory absolute discretion. Any such assignment to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor third party also shall be subject to the following: (i) prior to the effectiveness of such assignment, the third party assignee shall agree to revisions to the Turbine Supply Documents as determined by Supplier to be reasonably necessary, to effect the purchase and installation of the Turbines by the third party assignee at a project site to be determined between Supplier and any such third party assignee, (ii) the third party assignee shall assume all of the duties, obligations, restrictions and covenants of Purchaser under the Turbine Supply Documents, as revised, (iii) any monies or other consideration received by, or otherwise payable to, Purchaser from the third party assignee in connection with such assignment, in excess of the Down Payment and any Progress Payments actually paid by Purchaser to Supplier, other than the reasonable approval actual documented expenses incurred by Purchaser in connection with the assignment of Landlord the Turbine Supply Documents to the third party, shall be paid to Supplier and Landlord Mortgagee(iv) Purchaser shall pay to Supplier all of Supplier’s costs associated with such assignment from Purchaser to the third party assignee, including but not limited to all of Supplier’s costs (including reasonable legal fees) incurred in connection with the revision of the Turbine Supply Documents, within thirty (30) days of receipt of an applicable invoice from Supplier.

Permitted Assignments. Notwithstanding the foregoingA Member may only sell, Tenant mayassign, without Landlord’s prior written consent: hypothecate, encumber or otherwise transfer any part (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of but not less than the net worth lesser of Tenant(i) one Unit or (ii) the Member’s Parent entire interest in the Company) or all of his or her interest in the Company if the following requirements are satisfied: 11.1.1 The Manager consents in writing to the transfer; 11.1.2 No Member shall transfer, assign or convey or offer to transfer, assign or convey all or any portion of an Unit to any person who does not possess the financial qualifications required of all persons who become Members, as described in the Memorandum; 11.1.3 No Member shall have the right to transfer any Unit to any minor or to any person who, for any reason, lacks the capacity to contract for himself under applicable law. Such limitations shall not, however, restrict the right of immediately prior such merger any Member to transfer any one or more Units to a custodian or a trustee for a minor or other corporate transactionperson who lacks such contractual capacity; 11.1.4 The Manager, after giving effect with advice of counsel, must determine that such transfer will not jeopardize the applicability of the exemptions from the registration requirements under the Securities Act of 1933, as amended, and registration or qualification under state securities laws relied upon by the Company and Manager in offering and selling the Units or otherwise violate any federal or state securities laws; 11.1.5 The Manager, with advice of counsel, must determine that, despite such transfer, Units will not be deemed traded on an established securities market or “readily tradable on a secondary market (or the substantial equivalent thereof)” under the provisions applicable to any financing provided or contemplated in publicly traded Company status; 11.1.6 Any such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereintransfer shall be by a written instrument of Assignment, the “Unrelated Successor Tenant”) assumes all terms of such Tenant’s obligations under the Master Lease (except that which are not in contravention of any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 this Agreement, and 7.3)which has been duly executed by the assignor of such Units and accepted by the Manager in writing. In Upon such acceptance by the case Manager, such an assignee shall take subject to all terms of any this Agreement and shall become an Economic Interest Owner; and 11.1.7 A transfer fee shall be paid by the transferring Member in such assignmentamount as may be required by the Manager to cover all reasonable expenses, (x) each Lease Guarantor (or including attorneys’ fees, connected with such Assignment. 11.1.8 The Buyer and the successor to each Lease Guarantor) Seller shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with and use the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeterms described in NASD Uniform Practices Code Section 73.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 12.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Xxxxxx’s Parent, rights and obligations under the Loan Documents (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1unless otherwise agreed by Agent), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assignments hereunder shall not be required to operate be made on a “Sears” or “Kmart” Storepro rata basis between the Multicurrency Facility Commitments and the US Facility Commitments of a transferor Lender) and, but shall in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise comply with agreed by Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the provisions transferor Lender’s Revolver Commitments and any related Revolver Loans of Sections 7.2 a given Facility; (b) the written consent of (i) the Administrative Borrower and 7.3). In Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, each Fronting Bank under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, the Swingline Lender under the applicable Facility (such consent not to be unreasonably conditioned, withheld or delayed) is obtained; (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance and Agent shall promptly send to the relevant Borrowers a copy of that Assignment and Acceptance and (d) if a Lender assigns or transfers any such of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the New Lender acquired the applicable participation. Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Agent shall not (x) each Lease Guarantor (be obligated to ascertain, monitor or the successor inquire as to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it whether any Lender or participant or prospective Lender or participant is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any Disqualified Institution. Agent is hereby authorized by the use Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. From and after the Fifth Amendment Effective Date, any Eligible Assignee in respect of an assignment relating to the Multicurrency Facility shall be required to notify the Agent that it has obtained Term XXXXX Capability prior to the effectiveness of such assignment as a condition to the effectiveness of such assignment. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other central bank as collateral security pursuant to Regulation A of the Demised PremisesBoard of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, except as expressly set forth abovehowever, (1) such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all purposes hereunder, (2) Borrowers, Agent, the other Lenders and Fronting Bank shall continue to comply deal solely and directly with the requirements of such Lender in connection with such Xxxxxx’s rights and obligations under this Master LeaseAgreement, including without limitation all rights of Landlord and all obligations of Tenant with respect (3) any payment by Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and the 100% Recapture Property and (z4) with respect to subdivision (b) above, if no such assignment shall release the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassigning Lender from its obligations hereunder.

Permitted Assignments. Notwithstanding At any time after the foregoingEffective Date, Tenant may, without Landlord’s prior written consent: (a) any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially a portion of its Facilities and its Loans), provided that the terms of assignment satisfy the following requirements: 14.4.1.1 Administrative Agents shall have consented to the assignment; provided, however, that if the Facilities have been terminated and the Loan Obligations accelerated by the Required Lenders, then Administrative Agents’ consent shall not be required; and provided further, however, an assignment from a Lender to an Affiliate of such Lender shall not require the prior written consent of Administrative Agents, but such Lender shall give prior written notice of such assignment to Administrative Agents and such assignment shall otherwise be subject to all of the assets terms and provisions of Tenantthis Section and this Agreement. 14.4.1.2 If there is no Existing Default and the Facilities have not been terminated, unless such assignment is to a Lender, an Administrative Agent, or any affiliate of the foregoing, the Borrowing Agent shall have consented to the assignment, which consent shall not be unreasonably withheld or delayed. 14.4.1.3 The minimum aggregate Facility which shall be assigned (which shall include the applicable portion of the assigning Lender’s ParentFloorplan Loan Facility (and in the case of CPC, (2the Interim Floorplan Loan Facility)) is the surviving entity of a merger with TenantFifteen Million Dollars ($15,000,000) or such lesser amount which constitutes such Lender’s Parententire Facility; provided, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transactionhowever, after giving effect to any financing such an assignment, unless the assigning Lender has assigned all of its Facilities hereunder, the assigning Lender shall retain no less than Ten Million Dollars ($10,000,000) in Facilities hereunder; and provided or contemplated in such merger or corporate transaction; providedfurther, however, that no such minimum shall apply between a Lender and its Affiliates, or between one Lender and another Lender or to an assignment of all of a Lender’s rights and obligations under this Agreement. 14.4.1.4 The assignee shall have an office located in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinUnited States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the “Unrelated Successor Tenant”) assumes all assignee thereunder shall be a party hereto and, to the extent of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or have the successor obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. If the assignee is not the successor to Tenant incorporated under the Master Lease) in laws of the United States of America or a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy State thereof, (y) the use of the Demised Premises, except as expressly set forth above, it shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect deliver to the Recapture Space, Additional Recapture Space Resellers and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Administrative Agents certification as to the reasonable approval exemption from deduction or withholding of Landlord and Landlord MortgageeTaxes in accordance with Section 4.5.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the FRB and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iii) any payment by the requirements Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this Master Leasesentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, including without limitation all and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Landlord Loans and all obligations termination of Tenant Commitments pursuant to Section 11.2 in connection with implementation of the Reallocation Agreement following a Designation Date. Notwithstanding the foregoing, assignment of Loans or LC Obligations with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect European Borrower pursuant to subdivision (b) above, this Section 13.3.1 shall only be permitted if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Person to the reasonable approval of Landlord and Landlord Mortgageewhom Loans or LC Obligations are assigned is a Non-Public Lender.

Permitted Assignments. Notwithstanding the foregoingA Member may only sell, Tenant mayassign, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent hypothecate, encumber or any Subsidiary thereof; or (b) assign or otherwise transfer all of its rights and obligations his or her interest in the Company if the following requirements are satisfied: 11.1.1 The Manager consents in writing to the transfer; 11.1.2 No Member shall transfer, assign or convey or offer to transfer, assign or convey all or any portion of an Investor Unit to any person who does not possess the financial qualifications required of all persons who become Members; 11.1.3 No Member shall have the right to transfer any Investor Unit to any minor or to any person who, for any reason, lacks the capacity to contract for himself under applicable law. Such limitations shall not, however, restrict the right of any Member to transfer any one or more Investor Units to a custodian or a trustee for a minor or other person who lacks such contractual capacity; 11.1.4 The Manager, with advice of counsel, must determine that such transfer will not jeopardize the applicability of the exemptions from the registration requirements under the Master Lease Securities Act of 1933, as amended, and registration or qualification under state securities laws relied upon by the Company and Manager in offering and selling the Investor Units or otherwise violate any federal or state securities laws; 11.1.5 The Manager, with advice of counsel, must determine that, despite such transfer, Investor Units will not be deemed traded on an established securities market or readily tradable on a secondary market (either directly or indirectly, by operation of law or through a merger or other corporate transactionthe substantial equivalent thereof) under the provisions applicable to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, publicly traded partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionstatus; provided, that however, in each case no event may any Member transfer any Investor Units if such transfer would cause the successor tenant or successor Tenant Party (if not Company to have more than 100 Owners without the named Tenant hereinexpress prior written consent of the Manager, which consent may be withheld in the Manager's sole and absolute discretion; 11.1.6 Any such transfer shall be by a written instrument of assignment, the “Unrelated Successor Tenant”) assumes all terms of such Tenant’s obligations under the Master Lease (except that which are not in contravention of any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 this Agreement, and 7.3)which has been duly executed by the assignor of such Investor Units and accepted by the Manager in writing. In Upon such acceptance by the case Manager, such an assignee shall take subject to all terms of any this Agreement and shall become an Economic Interest Owner; and 11.1.7 A transfer fee shall be paid by the transferring Member in such amount as may be required by the Manager to cover all reasonable expenses, including attorneys' fees, connected with such assignment, (x) each Lease Guarantor (. 11.1.8 The transfer would not cause a default or otherwise accelerate any payment date on any loan obtained by the Company. 11.1.9 The minimum Interest that may be transferred is the lesser of one Investor Unit or the successor to each Lease Guarantor) shall reaffirm Member's entire interest in the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeCompany.

Permitted Assignments. Notwithstanding the foregoingSubject to Section 13.3.3 below, Tenant may, without Landlord’s prior written consent: (a) a Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents (unless otherwise agreed by the Agent) and, in the case of a partial assignment of Revolver Commitments and any related Revolver Loans, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent and the Administrative Borrower) and integral multiples of $1,000,000 in excess of that amount or, in each case, if less, is all of the transferor Lender’s Revolver Commitments and any related Revolver Loans; (b) [Reserved]; (c) the written consent of (i) the Administrative Borrower and the Agent is obtained, in each case as and to the extent required by the definition of Eligible Assignee, (ii) each Fronting Bank (such consent not to be unreasonably withheld or indirectlydelayed) is obtained and (iii) except in the case of an assignment to another Lender or an Affiliate or branch of a Lender or to an Approved Fund, by operation the Swingline Lender (such consent not to be unreasonably withheld or delayed) is obtained, (d) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance and the Agent shall promptly send to the relevant Borrowers a copy of law that Assignment and Acceptance and (e) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents or changes its Lending Office and as a result of circumstances existing at the date the assignment, transfer or change occurs, a relevant Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Office under Section 3.7, then the New Lender or Lender acting through its new Lending Office is only entitled to receive payment under Section 3.7 to the same extent as the existing Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred, except to the extent such entitlement to receive a merger greater payment results from a Change in Law that occurs after the New Lender acquired the applicable interest. The Agent shall not be responsible or other corporate transactionhave any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Revolver Commitments, or disclosure of confidential information, to any ‎Disqualified Institution. The Agent is hereby authorized by the Administrative Borrower to make available the list of Disqualified Institutions to all Lenders and potential Lenders. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to any Federal Reserve Bank, the United States Treasury or any other solvent corporationcentral bank as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or similar regulation or notice issued by any other central bank; provided, partnershiphowever, limited liability company or other legal entity that (1) acquires such Lender shall remain the holder of its Loans and owner of its interest in any Letter of Credit for all or substantially all of the assets of Tenant’s Parentpurposes hereunder, (2) is the surviving entity of a merger Borrowers, the Agent, the other Lenders and the Fronting Banks shall continue to deal solely and directly with Tenantsuch Lender in connection with such Lxxxxx’s Parentrights and obligations under this Agreement, or (3) results from a consolidationany payment by Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Loan Parties’ obligations hereunder to the extent of such payment, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided 4) no such assignment shall release the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s assigning Lender from its obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageehereunder.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with Applicable Law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly Loan Documents. Such assignment shall be pursuant to an agreement substantially in the form of Exhibit 12.3. 1. The consent of the Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or indirectlyan Affiliate thereof; provided, by operation however, that if an Event of law or through a merger or other corporate transaction) Default has occurred and is continuing, the consent of the Borrower shall not be required; provided further that the Borrower shall be deemed to have consented to any other solvent corporation, partnership, limited liability company such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Such consent shall not be unreasonably withheld or other legal entity that delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (1) acquires all or substantially all unless each of the assets of Tenant’s Parent, (2Borrower and the Administrative Agent otherwise consents) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, be in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of an amount not less than the net worth lesser of Tenant(i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Parent Commitment (calculated as at the date of immediately prior such merger assignment) or other corporate transactionoutstanding Loans (if the applicable Commitment has been terminated). The consent of the Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). The consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment hereunder. No such assignment shall be made to (A) a natural person, after giving effect (B) the Borrower or any of its respective Affiliates or Subsidiaries or (C) to any financing provided Defaulting Lender or contemplated in such merger any of its Subsidiaries, or corporate transaction; providedany Person who, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinupon becoming a Lender hereunder, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that would constitute any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) foregoing Persons described in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeclause.

Permitted Assignments. Notwithstanding the foregoing, Tenant (i) Any Lender (each such assigning Lender under this Section 14.3 being an "Assigning Lender") may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease to Tenant’s Parent other than the Company or any Subsidiary thereof; of its Affiliates) ("Purchasers") all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, any Loans owing to it, all of its participation interests in existing Letters of Credit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with the Master Lease provisions of this Section 14.3; provided that any assignments of Revolving Loans and Revolving Loan Commitments shall be made pro rata with participations in Letters of Credit and Swing Line Loans, and shall require the consent of the Issuer and the Swing Line Lender. Such assignment shall be substantially in the form of Exhibit C hereto and shall not be permitted hereunder unless such assignment is either for all of such Assigning Lender's rights and obligations under the Loan Documents or, without the prior written consent of the Administrative Agent and the Company, involves loans and commitments as a consequence of which neither the Assigning Lender nor the Purchaser will have a Revolving Loan Commitment and Term Loans, collectively, of less than $3,000,000; provided that the foregoing restrictions with respect to such Revolving Loan Commitments or Term Loans having a minimum aggregate amount (either directly or indirectly, by operation of law or through a merger or other corporate transactionA) shall not apply to any other solvent corporationassignment between Lenders, partnershipor to an Affiliate or Approved Fund of any Lender, limited liability company or other legal entity that and (1B) acquires all or substantially all in any event may be waived by the Administrative Agent. The written consent of the assets of Tenant’s ParentAdministrative Agent, (2) is and, prior to the surviving entity occurrence of a merger with Tenant’s ParentDefault, or the Company (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitywhich consent, in each case of subclauses (1such case, shall not be unreasonably withheld), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate or Approved Fund of such Lender. (2ii) and Notwithstanding anything to the contrary contained herein, any Lender (3each such Lender, a "Granting Bank") may grant to a special purpose funding vehicle (each such special purpose funding vehicle, a "SPC"), identified as such in writing from time to time by the applicable Granting Bank to the Administrative Agent and the Company, the option to provide to the Company and the other Borrowers all or any part of any Advance that such Granting Bank would otherwise be obligated to make to the applicable Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the surviving entity has a net worth applicable Granting Bank shall be obligated to make such Advance pursuant to the terms hereof. The making of not less than an Advance by any SPC hereunder shall utilize the net worth Revolving Loan Commitment of Tenant’s Parent the applicable Granting Bank to the same extent, and as of immediately prior if, such merger Advance were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or other corporate transactionsimilar payment obligation under this Agreement (all liability for which shall remain with the applicable Granting Bank). All notices hereunder to any Granting Bank or the related SPC, after and all payments in respect of the Obligations due to such Granting Bank or the related SPC, shall be made to such Granting Bank. In addition, each Granting Bank shall vote as a Lender hereunder without giving effect to any financing provided assignment under this Section 14.3(a)(ii), and not SPC shall have any vote as a Lender under this Agreement for any purpose. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or contemplated other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such merger SPC any bankruptcy, reorganization, arrangement, insolvency or corporate transaction; providedliquidation proceedings under the laws of the United States or any State thereto. In addition, that notwithstanding anything to the contrary contained in each case this Section 14.3, any SPC may (A) with notice to, but without the successor tenant or successor Tenant Party (if not the named Tenant hereinprior written consent of, the “Unrelated Successor Tenant”Company and the Administrative Agent and without paying any processing or administrative fee therefor, assign all or a portion of its interest in any Advances to the Granting Bank or to any financial institutions (consented to by the Company and the Administrative Agent in accordance with the terms of Section 14.3(a)(i)) assumes all providing liquidity and/or credit support to or for the account of such Tenant’s obligations under SPC to support the Master Lease funding or maintenance of Advances and (except that B) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such Unrelated Successor Tenant shall SPC. This Section 14.3(a)(ii) may not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all amended without the written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSPC affected thereby.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign this Master Lease to Tenant’s Parent one or more banks or other entities ("PURCHASERS") all or any Subsidiary thereof; or (b) assign or transfer all part of its Commitment and outstanding Revolving Loans, Swing Line Interests and L/C Interests, together with its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents with respect thereto; PROVIDED, by operation of law or through a merger or other corporate transaction) to any other solvent corporationHOWEVER, partnership, limited liability company or other legal entity that (1i) acquires all or substantially each such assignment shall be of a constant, and not a varying, percentage of all of the assets assigning Lender's rights and obligations so assigned; (ii) the amount of Tenant’s Parent, the Commitment of the assigning Lender being assigned pursuant to each such assignment (2determined as of the date of such assignment) is may be in the surviving entity amount of a merger with Tenant’s Parent, such Lender's entire Commitment but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (3iii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses notwithstanding the foregoing CLAUSE (1ii), (2x) if the assignment is made to a Lender or an Affiliate of the assigning Lender, the amount of the Commitment assigned shall not be less than $1,000,000 and (3y) if the assignment is made pursuant to SECTION 2.18(a)(ii), provided the surviving entity has a net worth Commitment assigned may be in the amount of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, relevant Non-Consenting Lender's entire remaining Commitment after giving effect to any financing provided all assignments pursuant to SECTION 2.18(a)(i). Such assignment shall be substantially in the form of EXHIBIT D hereto or contemplated in such merger or corporate transactionother form as may be agreed to by the parties thereto. The consent of TLGI, the Borrower, the L/C Issuer and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender; providedPROVIDED, HOWEVER, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereina Default has occurred and is continuing, the “Unrelated Successor Tenant”) assumes all consent of such Tenant’s obligations under neither TLGI nor the Master Lease (except that any such Unrelated Successor Tenant Borrower shall be required. Such consents shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision unreasonably withheld. (b) aboveThe Swing Line Lender may, if the identity and creditworthiness in accordance with applicable law, at any time assign to a single Purchaser all (but not less than all) of the successor tenant Swing Line Commitment and successor Lease Guarantor the outstanding Swing Line Loans, together with the rights and obligations of the Swing Line Lender under the Loan Documents with respect thereto; PROVIDED, HOWEVER, that the consent of the Agent, the Required Lenders and the Borrower shall be subject required prior to such assignment becoming effective. Such assignment shall be in such form as the Agent, the Borrower and the Swing Line Lender shall agree. Such assignment shall become effective on the date agreed to by the Agent and the Swing Line Lender. Any such assignment pursuant to this SECTION 13.3.1(b) shall be a "SWING LINE ASSIGNMENT". All provisions of SECTION 13.3.2 shall be applicable to any Swing Line Assignment, except for the first two sentences thereof, and except that each reference therein to "assignment", "Lender", "Commitment" and "Revolving Loans" shall be deemed to be references to the reasonable approval of Landlord Swing Line Assignment, Swing Line Lender, Swing Line Commitment and Landlord MortgageeSwing Line Loans, respectively.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents; provided that, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent in their sole discretion, unless (either directly or indirectlyi) such Lender retains at all times a Commitment which, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that is not less than $15,000,000 (1) acquires all or substantially unless such Lender is assigning all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1its Commitment), (2ii) and (3), provided the surviving entity has a net worth each such assignment to any Purchaser of any portion of such Lender's Commitment shall be in an amount which is not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction$15,000,000 (or, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinless, the “Unrelated Successor Tenant”remaining amount of its Commitment) assumes all and in integral multiples of $1,000,000 in excess thereof and (iii) such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply Lender has provided Whirlpool with all three Business Days prior notice of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or including such information regarding the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form Purchaser as Whirlpool may reasonably request, and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofWhirlpool has confirmed, (y) the use on behalf of the Demised PremisesDutch Borrowers, except as expressly set forth above, shall continue to comply with that the requirements Purchaser has the status of this Master Lease, including without limitation all rights a Professional Market Party. For purposes of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and clause (z) with respect to subdivision (biii) above, if Whirlpool does not raise any objection within the identity and creditworthiness of the successor tenant and successor Lease Guarantor three Business Day period, it shall be subject deemed to have confirmed that the reasonable approval Purchaser is a Professional Market Party. Each such assignment shall be substantially in the form of Landlord Exhibit "F" hereto or in such other form as may be agreed to by the parties thereto. The consent of Whirlpool and Landlord Mortgageethe Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an affiliate thereof, and the consent of each Issuing Lender shall be required prior to any assignment becoming effective; provided, however, that if a Default has occurred and is continuing, the consent of Whirlpool shall not be required. No consents required by this Section 13.03(a) shall be unreasonably withheld.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents; provided that, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent in their sole discretion, unless (either directly or indirectlyi) such Lender retains at all times a Commitment which, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that is not less than $15,000,000 (1) acquires all or substantially unless such Lender is assigning all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1its Commitment), (2ii) and (3), provided the surviving entity has a net worth each such assignment to any Purchaser of any portion of such Lender's Commitment shall be in an amount which is not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction$15,000,000 (or, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinless, the “Unrelated Successor Tenant”remaining amount of its Commitment) assumes all and in integral multiples of $1,000,000 in excess thereof and (iii) such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply Lender has provided Whirlpool with all three Business Days prior notice of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or including such information regarding the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form Purchaser as Whirlpool may reasonably request, and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereofWhirlpool has confirmed, (y) the use on behalf of the Demised PremisesDutch Borrowers, except as expressly set forth above, shall continue to comply with that the requirements Purchaser has the status of this Master Lease, including without limitation all rights a Professional Market Party. For purposes of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and clause (z) with respect to subdivision (biii) above, if Whirlpool does not raise any objection within the identity and creditworthiness of the successor tenant and successor Lease Guarantor three Business Day period, it shall be subject deemed to have confirmed that the reasonable approval Purchaser is a Professional Market Party. Each such assignment shall be substantially in the form of Landlord Exhibit "F" hereto or in such other form as may be agreed to by the parties thereto. The consent of Whirlpool and Landlord Mortgageethe Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of Whirlpool shall not be required. No consents required by this Section 13.03(a) shall be unreasonably withheld.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent which is not an Ineligible Institution all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment and all Loans owing to it) in accordance with the Master Lease (provisions of this Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the rights and obligations of any assigning Lender under this Agreement. Such assignment shall be substantially in the form of Exhibit C hereto and shall not be permitted hereunder unless such assignment is either directly for all of such Lender’s rights and obligations under the Loan Documents or, except for assignments to another Lender, an Affiliate thereof or indirectlyan Approved Fund, by operation involves loans and commitments in an aggregate amount of law or through a merger or other corporate transaction) at least $5,000,000. Notice to the Global Administrative Agent shall be required prior to any other solvent corporationassignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender and the consent of Harley (which consent will not be unreasonably withheld or delayed; provided that Harley shall be deemed to have consented to any such assignment (excluding, partnershipfor the avoidance of doubt, limited liability company any assignment or other legal entity that purported assignment to an Ineligible Institution) unless it shall object thereto by written notice to the Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent) shall be required prior to an assignment becoming effective unless (A) a Default shall have occurred and be continuing at such time or (B) the Purchaser which is a Lender, an Affiliate thereof or an Approved Fund; provided that, notwithstanding the preceding clause (B), (1) acquires all the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or substantially all of the assets of Tenant’s Parentpromptly after, such assignment and (2) is the surviving entity consent of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately Harley shall be required prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated assignment resulting in such merger or corporate transaction; providedthe applicable Purchaser, that collectively with its Affiliates and affiliated Approved Funds, holding Commitments in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all an aggregate amount greater than 15% of the provisions of Sections 7.2 and 7.3). In the case of any Aggregate Commitment at such assignment, time (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) aboveor, if the identity Commitments shall have been terminated, such Purchaser, collectively with its Affiliates and creditworthiness affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of the successor tenant all outstanding Loans at such time). It is understood and successor Lease Guarantor agreed that it shall be subject reasonable for Harley to the reasonable approval of Landlord and Landlord Mortgageeconsider a proposed Purchaser’s right to require reimbursement for incremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.”

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iii) any payment by the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect Loan Parties to the Recapture Spaceassigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, Additional Recapture Space and no such assignment shall release the 100% Recapture Property assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Loans and (z) termination of Commitments pursuant to Section 11.2 in connection with respect to subdivision (b) above, if the identity and creditworthiness implementation of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeReallocation Agreement following a Designation Date.

Permitted Assignments. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by, or under common control with Tenant may(a “Control Permitted Assignment”) shall not be required, provided that Landlord shall have the right to receive a copy of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord (unless such notice is prohibited by Legal Requirements or confidentiality provisions, in which case such notice shall be provided at such time as permitted by Legal Requirements in confidentiality provision, but no later than the effective date of such assignment) but without obtaining Landlord’s prior written consent: (a) assign this Master Lease , to a corporation or other entity which is a successor-in-interest to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation way of law merger, consolidation or through a merger corporate reorganization, or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires by the purchase of all or substantially all of the assets or the ownership interests of Tenant’s Parent, Tenant provided that (2i) is the surviving entity of a such merger with Tenant’s Parentor consolidation, or (3) results from such acquisition or assumption, as the case may be, is for a consolidationgood business purpose and not principally for the purpose of transferring the Lease, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided ii) the surviving entity has a net worth (as determined in accordance with GAAP) of the assignee is not less than the net worth ActiveUS 179671324v.10 (as determined in accordance with GAAP) of Tenant as of the date of Tenant’s Parent as of immediately prior most current quarterly or annual financial statements, and (iii) such merger or other corporate transaction, after giving effect to any financing provided or contemplated assignee has assumed in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with writing all of the provisions terms, covenants and conditions of Sections 7.2 and 7.3this Lease effective as of the effective date of such assignment (a “Corporate Permitted Assignment”). In Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as “Permitted Assignments.” For the case avoidance of any such doubt, a Shared Space Arrangement (defined below) is merely a license and neither a sublet nor an assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. (a) Notwithstanding the foregoing, Tenant may, without LandlordXxxxxxxx’s prior written consent: : (ai) (x) assign this Master Lease by way of foreclosure of the Leasehold Estate or an assignment-in-lieu of foreclosure to any Person pursuant to a Permitted Leasehold Mortgage (any such foreclosure or assignment, a “Foreclosure Assignment”) or (y) undergo a Tenant Change of Control whereby a Person directly or indirectly acquires beneficial ownership and control of one hundred percent (100%) of the Equity Interests in Tenant (or the direct or indirect interests in Tenant) as a result of the purchase at a foreclosure of a Permitted Credit Facility Pledge or an assignment in lieu of such foreclosure pursuant to a Permitted Credit Facility Pledge (a “Foreclosure COC”) in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party or Permitted Credit Facility Lender (as applicable), in each case only if (1) such Person is a Foreclosure Transferee, (2) such Foreclosure Transferee agrees in writing to assume the obligations of Tenant under this Lease without amendment or modification other than as provided below, and (3) a Qualified Transferee has become a Guarantor and provided a Guaranty; (ii) assign this Lease, or Tenant’s Leasehold Estate in this Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization wholly-owned and controlled Subsidiary of Tenant’s Parent with or a solvent corporationwholly-owned and controlled Subsidiary of Tenant; provided, partnership or other legal entity, in each case of subclauses (1), ) such assignee becomes party to and bound by this Lease and agrees in writing to assume the obligations of Tenant under this Lease without amendment or modification other than as provided below; (2) and Tenant remains fully liable hereunder; (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease; (4) Landlord shall have received executed copies of all documents for such assignment and (5) if requested by Xxxxxxxx, including without limitation all Xxxxxx’s Parent shall execute a reaffirmation of the Guaranty; and (iii) pledge or mortgage its Leasehold Estate to a Permitted Leasehold Mortgagee and/or pledge the direct Equity Interests in Tenant (or the direct or indirect interests in Tenant) to a Permitted Leasehold Mortgagee or a Permitted Credit Facility Lender. Upon the effectiveness of any assignment permitted pursuant to clause (i) of this Section 22.2, such Foreclosure Transferee or Permitted Leasehold Mortgagee Foreclosing Party (and, if applicable, its Parent Company) Landlord shall (x) make such amendments and other modifications to this Lease as are reasonably required in order to effectuate such assignment and (y) not unreasonably withhold its consent to other technical amendments which are reasonably necessary in connection with such assignment (which for the avoidance of doubt, shall in no event increase the obligations of Landlord or the rights of Tenant or decrease the rights of Landlord and all or the obligations of Tenant with respect in any respect). After giving effect to any such assignment, unless the context otherwise requires, references to Tenant and Xxxxxx’s Parent hereunder shall be deemed to refer to the Recapture SpaceForeclosure Transferee and its Parent Company (which must be a Qualified Transferee and deliver a Guaranty to Landlord prior to effectuating such Foreclosure Assignment or Foreclosure COC), Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeas applicable.

Permitted Assignments. Notwithstanding In addition to the foregoingassignments permitted in Section 13.1 hereof, Tenant any Lender may, without Landlord’s in the ordinary course of its business, with the prior written consent: (a) consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time, assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (either directly a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or indirectlythe remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bona fide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the same sum as set forth in said offer, by operation written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender may by written notice to the assigning Lender as well as the Agent exercise its right of law first refusal to purchase such Commitment, or through portion thereof. In the event more than one (1) Lender exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five (5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a merger portion of its Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other corporate transaction) information on the Borrower and the Guarantor, and any 93 100 Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, BAS, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other solvent corporationPersons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, partnershipit must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, limited liability company other than participations where such Lender retains full voting control). Notwithstanding the foregoing provisions, any assignment by a Lender to another Lender, or other legal entity that (1) acquires all an Affiliate thereof, or substantially all an Affiliate of the assets of Tenant’s Parentassigning Lender shall not be subject to (i) the $10,000,000 minimum assignment amount , (2ii) is the surviving entity of a merger with Tenant’s Parentrequirement to first offer to assign such Commitment, or portion thereof, to all other Lenders, or (3iii) results the fee in Section 13.3.2(b) hereof, and, further, such assignment shall release the transferor Lender from its obligations hereunder. If the Aggregate Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a consolidation, reorganization "Purchaser." Such assignment shall be substantially in the form of Exhibit D hereto or recapitalization of Tenant’s Parent with a solvent corporation, partnership in such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Default or other legal entityUnmatured Default exists hereunder, in each case no event shall Bank of subclauses (1), (2) and (3), provided America's Commitment amount be reduced below the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to largest Commitment amount for any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeother Lenders.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may at any time assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitment and the Loans (including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that: (a) except in the case of an assignment of the assets entire remaining amount of Tenantthe assigning Lender’s Parent, (2) is Commitment and the surviving entity Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a merger Lender or an Approved Fund with Tenant’s Parent, or respect to a Lender (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, determined after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment), the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Unrelated Successor Tenant”Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) assumes each partial assignment shall be made as an assignment of a proportionate part of all of such Tenantthe assigning Lender’s rights and obligations under this Agreement with respect to the Master Lease (Loans or the Commitment assigned, except that any such Unrelated Successor Tenant this clause (b) shall not apply to a Swing Lender’s rights and obligations in respect of Swing Loans without the consent of Visa Inc. which shall not be unreasonably withheld or delayed and shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all if an Event of the provisions of Sections 7.2 Default has occurred and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.continuing;

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (ai) Any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Master Lease Loans at the time owing to it) with the prior written consent (either directly or indirectly, by operation such consent not to be unreasonably withheld) of: (A) the Company; provided that no consent of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that the Company shall be required (1) acquires all for an assignment to a Lender, an Affiliate of a Lender or substantially all of the assets of Tenant’s Parent, an Approved Fund or (2) if a Default or Unmatured Default has occurred and is continuing, for any other assignment; provided further that the surviving entity Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof from the Administrative Agent; (B) the Administrative Agent; and (C) each Issuing Bank, in the case of any assignment of all or a portion of a merger Revolving Commitment or any Lender’s obligations in respect of its L/C Obligations; (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment Agreement with Tenantrespect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided that no such consent of the Company shall be required if a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Parentrights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement substantially in the form of Exhibit C hereto, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent together with a solvent corporationprocessing and recordation fee of $3,500, partnership provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other legal entityApproved Funds of such Lender; and (D) if, prior to the assignment, the assignee was not a Lender, it shall deliver to the Administrative Agent any tax forms and additional information required under Section 2.13(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in each the case of subclauses (1an Assignment Agreement covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13(e), 4.01, 4.02, 4.04 and 11.06). (2iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of an Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed tax forms required under Section 2.13(e) and Administrative Questionnaire (3unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section 14.03(a), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Administrative Agent shall not be required to operate a “Sears” accept such Assignment Agreement or “Kmart” Storeso record the information contained therein if the Administrative Agent reasonably believes that such Assignment Agreement lacks any written consent required by this Section 14.03(a) or is otherwise not in proper form, but it being acknowledged that the Administrative Agent shall otherwise comply have no duty or obligation (and shall incur no liability) with all of respect to obtaining (or confirming the provisions of Sections 7.2 and 7.3). In the case receipt) of any such assignment, (x) each Lease Guarantor (written consent or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Spaceform of (or any defect in) such Assignment Agreement, Additional Recapture Space any such duty and obligation being solely with the assigning Lender and the 100% Recapture Property assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (zsuch determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 14.03(a) with respect to subdivision thereto (b) above, if other than the identity and creditworthiness consent of the successor tenant Administrative Agent) have been obtained and successor Lease Guarantor that such Assignment Agreement is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment Agreement, shall be subject deemed to have represented to the reasonable approval of Landlord assigning Lender and Landlord Mortgageethe Administrative Agent that such assignee is an Eligible Assignee.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s in the ordinary course of its business and in accordance with applicable law, at any time a ssign to one or more banks or other Persons ("Purchasers") all or any portion of such Lender's Loans and Commitments, with the prior written consent: consent of the Agent, the Issuing Lender, as applicable, and, so long as no Default exists and is continuing, Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Borrower and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until the Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit B hereto (a "Notice of Assignment") executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Each such assignment shall (unless (x) each of Borrower and the Agent otherwise consents or (y) the proposed Purchaser is already a Lender) be in an amount not less than the lesser of (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; $5,000,000 or (b) assign or transfer all the remaining amount of its rights the assigning Lender's Loans and obligations under Commitments (calculated as at the Master Lease (either directly or indirectly, by operation date of law or through a merger or other corporate transaction) such assignment). No assignment may be made to any other solvent corporation, partnership, limited liability company or other legal entity that Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Section 3.5 to the Purchaser than Borrower is then obligated to pay to the assigning Lender under such Section (1) acquires all or substantially all and if any assignment is made in violation of the assets of Tenant’s Parentforegoing, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall Borrower will not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3pay such greater amounts). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is Any attempted assignment not the successor to Tenant under the Master Lease) made in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply accordance with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor Section 12.3.1 shall be subject treated as the sale of a participation under Section 12. 2.1. Borrower shall be deemed to the reasonable approval of Landlord and Landlord Mortgageehave granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within ten (10) Business Days after notice thereof.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: Any Lender may at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents subject to the following conditions: (either directly i) Each such assignment shall be of a constant and not varying ratable or indirectly, by operation of law or through a merger or other corporate transactionnon-pro rata percentage (as between the Term Loan Facility and the Revolving Facility) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenantassigning Lender’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) rights and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease Loan Documents; (except ii) Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto; (iii) Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Revolving Loan Commitment and Outstanding Revolving Credit Exposure and/or Term Loan Commitment (if any) and Term Loans, as applicable, of the assigning Lender or (unless each of the Company and the Agent otherwise consents; provided that any such Unrelated Successor Tenant the consent of the Company shall not be required to operate if a “Sears” or “Kmart” Store, but shall otherwise comply with all Default has occurred and is continuing) be in an aggregate amount not less than $5,000,000. The amount of the provisions assignment shall be based on the Revolving Loan Commitment or Outstanding Revolving Credit Exposure (if the Revolving Loan Commitment has been terminated) and/or the outstanding Term Loan Commitment (if any) or Term Loans subject to the assignment, determined as of Sections 7.2 and 7.3). In the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment; (iv) Except in the case of any an assignment to an existing Lender that has advanced a Revolving Loan to each Dutch Borrower, the amount of such assignment, (x) each Lease Guarantor assignment with respect to a borrowing made to a Dutch Borrower shall always be at least €50,000 (or its equivalent in another Agreed Currency) unless an assignment is made to any Person which qualifies as a professional market party (professionele markt partij) under the successor to each Lease GuarantorDutch Financial Supervision Act; (v) shall reaffirm the Lease Guaranty The Purchaser (A) if it is not the successor to Tenant a Non-U.S. Lender, shall have delivered tax certificates described in Section 3.5, which indicate that such Non-U.S. Lender is exempt from any withholding tax under the Master Leaselaws of the United States on payments by the Company in such jurisdiction, (B) in a written instrument shall have confirmed that it is exempt from any withholding tax under the laws of the Netherlands on payments by Dutch Borrowers and (C) shall provide to the Agent for the express benefit onward transmission to the relevant UK Borrower, in respect of Landlord Loans made to a UK Borrower, a tax certificate in the form set forth in the Exhibit H attached hereto, except, in the case of clauses (A) and content reasonably satisfactory (B), to Landlord and Landlord shall receive a fully executed copy thereofthe extent the assigning Lender was entitled, (y) at the use time of the Demised Premisesassignment, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant receive additional amounts with respect to the Recapture Spacesuch withholding taxes pursuant to Section 3.5; and (vi) So long as no Default shall have occurred and be continuing, Additional Recapture Space and the 100% Recapture Property no such assignment shall be made to any Person that is not capable of lending (A) Agreed Currencies to each Borrower and (zB) with respect to subdivision (b) above, if the identity and creditworthiness each Type of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeLoan.

Permitted Assignments. Notwithstanding A Member may only sell, assign, hypothecate, encumber or otherwise transfer a portion or all of his or her interest in the foregoing, Tenant may, without Landlord’s prior written consent: Company if the following requirements are satisfied: (a) assign this Master Lease The Manager consents in writing to Tenant’s Parent or any Subsidiary thereof; or the transfer. The Manager may withhold consent to the transfer in its sole discretion; (b) assign The transferee possesses the financial qualifications required of all persons who become Members; (c) The transferee has the capacity to contract for himself under applicable law or the transfer all is made to a custodian or a trustee for a minor or other person who lacks such contractual capacity; (d) The Manager, with advice of its rights and obligations counsel, determines that such transfer will not jeopardize the applicability of the exemptions from the registration requirements under the Master Lease Securities Act of 1933, as amended, and registration or qualification under state securities laws relied upon by the Company and Manager in offering and selling the Interests or otherwise violate any federal or state securities laws; (either directly e) The Manager, with advice of counsel, determines that, despite such transfer, Interests will not be deemed traded on an established securities market or indirectly, by operation of law readily tradable on a secondary market (or through a merger or other corporate transactionthe substantial equivalent thereof) under the provisions applicable to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, publicly traded partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionstatus; provided, however, in no event may any Member transfer any Interests if such transfer would cause the Company to have more than 100 Owners without the express prior written consent of the Manager, which consent may be withheld in the Manager’s sole and absolute discretion; (f) The Manager, with advice of counsel, determines that such transfer will not cause the sum of percentage interests in each case our capital or profits represented by partnership interests that are transferred during any taxable year to exceed the successor tenant limitation under the safe harbor, preventing the Company from being classified as a publicly traded partnership, which applies if the sum of the percentage interests in the partnership capital or successor Tenant Party profits that are sold or otherwise disposed of during the taxable year does not exceed two percent (if not 2%) of the named Tenant hereintotal interests in partnership capital or profits; (g) The transfer is by a written instrument of assignment, the “Unrelated Successor Tenant”) assumes all terms of such Tenant’s obligations under the Master Lease (except that which are not in contravention of any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 this Agreement, and 7.3)which has been duly executed by the assignor of such Interests and accepted by the Manager in writing. In Upon such acceptance by the case Manager, such an assignee shall take subject to all terms of any this Agreement and shall become an Economic Interest Owner; and (h) A transfer fee shall be paid by the transferring Member in such amount as may be required by the Manager to cover all reasonable expenses, including attorneys’ fees, connected with such assignment, . (xi) each Lease Guarantor The transfer would not cause a default or otherwise accelerate any payment date on any loan obtained by the Company. (j) The minimum Interest that may be transferred is the lesser of one Interest or the successor to each Lease Guarantor) shall reaffirm Member’s entire interest in the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeCompany.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent which is not an Ineligible Institution all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment and all Loans owing to it) in accordance with the Master Lease (provisions of this Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the rights and obligations of any assigning Lender under this Agreement. Such assignment shall be substantially in the form of Exhibit C hereto and shall not be permitted hereunder unless such assignment is either directly for all of such Lender’s rights and obligations under the Loan Documents or, except for assignments to another Lender, an Affiliate thereof or indirectlyan Approved Fund, by operation involves loans and commitments in an aggregate amount of law or through a merger or other corporate transaction) at least $5,000,000. Notice to the Global Administrative Agent shall be required prior to any other solvent corporationassignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld, partnershipconditioned or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender and the consent of Harley (which consent will not be unreasonably withheld, limited liability company conditioned or other legal entity delayed; provided that Harley shall be deemed to have consented to any such assignment (excluding, for the avoidance of doubt, any assignment or purported assignment to an Ineligible Institution) unless it shall object thereto by written notice to the Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent) shall be required prior to an assignment becoming effective unless (A) a Default shall have occurred and be continuing at such time or (B) the Purchaser is a Lender, an Affiliate thereof or an Approved Fund; provided that, notwithstanding the preceding clause (B), (1) acquires all the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or substantially all of the assets of Tenant’s Parentpromptly after, such assignment and (2) is the surviving entity consent of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately Harley shall be required prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated assignment resulting in such merger or corporate transaction; providedthe applicable Purchaser, that collectively with its Affiliates and affiliated Approved Funds, holding Commitments in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all an aggregate amount greater than 15% of the provisions of Sections 7.2 and 7.3). In the case of any Aggregate Commitment at such assignment, time (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) aboveor, if the identity Commitments shall have been terminated, such Purchaser, collectively with its Affiliates and creditworthiness affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of the successor tenant all outstanding Loans at such time). It is understood and successor Lease Guarantor agreed that it shall be subject reasonable for Harley to the reasonable approval of Landlord and Landlord Mortgageeconsider a proposed Purchaser’s right to require reimbursement for incremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.

Permitted Assignments. Notwithstanding At any time after the foregoingExecution Date, Tenant may, without Landlord’s prior written consent: (a) any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially a portion of the Notes payable to it, its Facilities and its Loans), provided that the terms of assignment satisfy the following requirements: Administrative Agent shall have accepted the assignment, which acceptance shall not be unreasonably withheld; provided, however, that if the Facilities have been terminated and the Loan Obligations accelerated by the Required Lenders, then Administrative Agent's consent shall not be required; and provided further, however an assignment from a Lender to an Affiliate of such Lender shall not require the prior written acceptance of Administrative Agent, but such Lender shall give prior written notice of such assignment to Administrative Agent and such assignment shall otherwise be subject to all of the assets terms and provisions of Tenant’s Parentthis Section and this Agreement. Each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement. For each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance in the form of Exhibit 0 together with any Note subject to such assignment and a processing fee of $4,000. The minimum Facility which shall be assigned (which shall include the applicable portion of the assigning Lender's Revolving Loan Facility, and Floorplan Loan Facility and the Letter of Credit Facility, (2and in the case of Administrative Agent, the Swingline Facility and the Interim Floorplan Loan Facility)) is the surviving entity of a merger with Tenant’s Parent, Five Million Dollars ($5,000,000) or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in lesser amount which constitutes such merger or corporate transactionLender's entire Facility; provided, however, that no such minimum shall apply between a Lender and its Affiliates, or between one Lender and another Lender or to an assignment of all of a Lender's rights and obligations under this Agreement. The assignee shall have an office located in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinUnited States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the “Unrelated Successor Tenant”) assumes all assignee thereunder shall be a party hereto and, to the extent of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or have the successor obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to each Lease Guarantor) the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, Administrative Agent and Borrower shall reaffirm make appropriate arrangements so that, if required, new Notes are issued to the Lease Guaranty (if it assignor and the assignee. If the assignee is not the successor to Tenant incorporated under the Master Lease) in Laws of the United States or a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy State thereof, (y) the use of the Demised Premises, except it shall deliver to Borrower and Administrative Agent certification as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) exemption from deduction or withholding of Taxes in accordance with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSection 0.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s ParentLoan Documents; provided that, (2i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the surviving entity of a merger with Tenant’s Parent, or Administrative Agent shall otherwise consent (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, each in each case of subclauses (1their sole discretion), (2x) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, assigning Lender shall retain after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party assignment a Commitment which is not less than $15,000,000 (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes unless such Lender is assigning all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3its Commitment). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the use remaining amount of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements assigning Lender’s Commitment) and in integral multiples of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with respect notice of such assignment at least three Business Days prior to subdivision the effective date thereof (b) abovewhich effective date, if for the identity and creditworthiness avoidance of the successor tenant and successor Lease Guarantor doubt, shall be subject to the reasonable approval consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02, 8.05 or 8.06 has occurred and is continuing, the consent of Landlord Whirlpool shall not be required; and Landlord Mortgageeprovided further, however, that (x) in the case of assignment of a Loan to a Dutch Borrower to the extent the assignment concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, the Purchaser is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or (y) as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) and irrespective of the amount of the assignment, the Purchaser is not considered to be part of the public on the basis of such interpretation. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto. The consent of each Issuing Lender shall be required prior to any assignment becoming effective.

Permitted Assignments. Notwithstanding In addition to the foregoingassignments permitted in Section 13.1 hereof, Tenant any Lender may, without Landlord’s in the ordinary course of its business, with the prior written consent: (a) consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time, assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (either directly a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or indirectlythe remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bonafide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the same sum as set forth in said offer, by operation written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender may by written notice to the assigning Lender as well as the Agent exercise its right of law first refusal to purchase such Commitment, or through portion thereof. In the event more than one (1) Lender exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five (5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a merger portion of its Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other corporate transaction) information on the Borrower and the Guarantor, and any Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, NMSI, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other solvent corporationPersons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, partnershipit must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, limited liability company other than participations where such Lender retains full voting control). Notwithstanding the foregoing provision, any assignment by a Lender to another Lender, or other legal entity that (1) acquires all an Affiliate thereof, or substantially all an Affiliate of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assigning Lender shall not be required subject to operate either the $10,000,000 minimum assignment amount or the fee in Section 13.3.2(b) hereof. If the Aggregate Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a “Sears” "Purchaser." Such assignment shall be substantially in the form of Exhibit D hereto or “Kmart” Storein such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Default or Unmatured Default exists hereunder, but in no event shall otherwise comply with all NationsBank's Commitment amount be reduced below the largest Commitment amount for any of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeother Lenders.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign The provisions of this Master Lease Agreement shall be binding upon and inure to Tenant’s Parent or the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Subsidiary thereof; or affiliate of the Issuing Lender that issues any Letter of Credit), except that (bi) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitments and the assets of Tenant’s Parent, Loans at the time owing to it) with the prior written consent of: (2A) is the surviving entity of a merger with Tenant’s Parent, or Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3such consent not to be unreasonably withheld), provided that no consent of the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Borrower shall not be required for an assignment to operate a “Sears” Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7.2 or “Kmart” Store7.6 has occurred and is continuing, but shall otherwise comply with all any Person; (B) the Agent, provided that no consent of the provisions Agent shall be required for an assignment of Sections 7.2 and 7.3). In all or any portion of a Term Loan to a Lender, an affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank, in the case of any such assignment, assignment of any Lender’s Revolving Commitment. (xii) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor Assignments shall be subject to the reasonable approval following additional conditions: (A) except in the case of Landlord an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Landlord MortgageeAssumption with respect to such assignment is delivered to the Agent) shall not be less than $5,000,000 (or, in the case of the Tranche B Term Loan, $1,000,000) unless each of the Borrower and the Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any; (1) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Agent; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Permitted Assignments. Notwithstanding anything herein to the foregoingcontrary contained in this Lease and provided that no event of default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Tenant mayLessee shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without LandlordLessor’s prior written consent: consent to (each, a “Permitted Assignment”): (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or an Affiliate of Lessee, (b) assign any entity which purchases or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) otherwise acquires all or substantially all of the assets or equity interests of Tenant’s ParentLessee or Guarantor in a bona fide sale for fair market value, (c) the merger, consolidation or other corporate reorganization of Lessee or Guarantor, (d) any sublease or assignment by Lessee to a separate legal entity so long as the original named Lessee has control of, is controlled by or is in common control with such separate legal entity; or (e) a Qualified Operator. A “Qualified Operator” shall mean a Person who, following the consummation of the assignment contemplated herein, (i) operates facilities similar to the Permitted Use; (ii) has a CFCCR of at least 1.25; (iii) generates EBITDA greater than $15,000,000 during a trailing twelve (12) month period; and (iv) has a Lease Adjusted Leverage of no more than 6.45x (each, a “QO Permitted Transfer”); provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (i), (ii), (iii), and (iv) set forth in this Section. In the event that Lessee effects a QO Permitted Transfer pursuant to clause (c), Lessee shall be released from any liability arising under this Lease from and after the date of such assignment. In the event that Lessee effects a QO Permitted Transfer pursuant to clauses (a) or (b), Lessee shall not be released from liability under this Lease. Notwithstanding the foregoing or anything to the contrary contained herein, any lender, including any agent (or administrative agent) representing a group of lenders, who extended credit to either Lessee or Guarantor (collectively, a “Senior Creditor”), which extension of credit is secured by a lien on all or substantially all of the assets of Lessee or Guarantor, or entity designated by such Senior Creditor, may, directly or indirectly, take an assignment (a “Lessee Lender Assignment”) of this Lease (or cause this Lease to be assigned) without violating the limitation on assignments hereunder so long as such Senior Creditor or designee of such Senior Creditor ( the “Lessee Lender Assignee”) operates the Permitted Facilities in accordance with a Permitted Use or cause the Permitted Facilities to be operated for a Permitted Use. In the event of a Lessee Lender Assignment, any default under Section 11.01(e) shall be deemed cured and waived by Lessor with regard to the financial condition of the prior Lessee; provided that: (1) the Lessee Lender Assignee under the Lessee Lender Assignment shall be bound by Section 11.01(e) from and after the date of such assignment, and (2) is the surviving entity Lessee Lender Assignee satisfies the following upon a request from Lessor or Lessor’s lender: (x) Lessee Lender Assignee provides Lessor with (I) reasonably satisfactory evidence that the assets of a merger with Tenant’s Parent, Lessee Lender Assignee or its parent company or lease guarantor (3as applicable) results from a consolidation, reorganization are not (or recapitalization no longer) subject to the jurisdiction of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the bankruptcy court (1if applicable), (2II) reasonably satisfactory evidence that this Lease or its Guaranty (as applicable) has been affirmed (which evidence shall include a copy of the court order affirming this Lease or its Guaranty, if required by Lessor’s lender) or Lessee Lender Assignee reaffirms, in writing, that this Lease or its Guaranty are unmodified and in full force and effect and (III) an updated tenant estoppel certificate from Lessee Lender Assignee that is reasonably acceptable to Lessor and Lessor’s lender confirming, among other things, that this Lease is in full force and effect, that the Permitted Facilities are open for business for the Permitted Use and Lessee Lender Assignee is obligated to pay full contractual rent hereunder (without offset or free rent credit), Lessee Lender Assignee affirms this Lease (on terms identical to this Lease prior to any bankruptcy action) and that there is no default by Lessor under this Lease (3or identifying the alleged default), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinhowever, the “Unrelated Successor Tenant”) assumes all delivery of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant estoppel by Lessee Lender Assignee shall not be required to operate deemed a “Sears” or “Kmart” Store, but shall otherwise comply with all waiver by Lxxxxx Xxxxxx Assignee of any default by Lessor under this Lease that Lxxxxx Xxxxxx Assignee first becomes aware of after the date of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. Notwithstanding anything to the foregoing, Tenant may, without Landlord’s prior written consent: contrary in this Agreement: (a) assign this Master Lease Upon written notice to Tenant’s Parent the Partners, (i) the Class A Limited Partner may Transfer all or any Subsidiary thereof; part of the Class A Limited Partner’s Interest to any one or more Affiliates of Stratus that remain Affiliates of Stratus without the consent of any other Partner, and such Transfer will not be subject to the any of the options, restrictions, or rights of first refusal set forth in this Article Eight and (ii) the Class B Limited Partner may Transfer all or any part of the Class B Limited Partner’s Interest to any one or more Affiliates of the Class B Guarantor that remain Affiliates of the Class B Guarantor without the consent of any other Partner (including the General Partner), and such Transfer will not be subject to the any of the options, transfer restrictions, or rights of first refusal set forth in this Article Eight. (b) assign Subject to Section 7.4(g), any sale, transfer, assignment, exchange, or transfer all encumbrance of its rights any stock in Stratus or any beneficial ownership in Stratus and obligations under the Master Lease (either directly any merger, reorganization, recapitalization, consolidation, change of control, change of voting power, or indirectly, by operation sale of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s ParentStratus, or similar transaction of or by Stratus, will not be subject to any of the options, restrictions, or rights of first refusal set forth in this Article Eight. (3c) results from The Class B Limited Partner may Transfer all or any portion of such Partner’s Interest to a consolidationtrust, reorganization or recapitalization of Tenant’s Parent with a solvent corporationfamily limited partnership, partnership or other legal entity, in estate planning vehicle for the benefit of one or more members of the family of an Affiliate of the Class B Guarantor (each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor TenantPermitted Assignee”) assumes all without the consent of such Tenant’s obligations the General Partner, but subject to the consent of any applicable Lender if required under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all loan documents evidencing any material indebtedness of the provisions of Sections 7.2 and 7.3)Partnership. In the case of any Upon such assignment, (x) each Lease Guarantor (or the successor Permitted Assignee shall thereupon be entitled to each Lease Guarantor) shall reaffirm the Lease Guaranty (rights of a Partner as to the Interest assigned, but unless the General Partner otherwise consents, only if it is not and so long as the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use original assigning Limited Partner retains voting control of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor Transferred Interest. Any subsequent Transfer by a Permitted Assignee shall be subject to the reasonable approval terms of Landlord this Agreement. Any such “assignee” to whom an Interest has been validly Transferred pursuant to this Section 8.2 shall only: (i) be allocated income, gain, or loss and Landlord Mortgageereceive distributions as provided in this Agreement in the same manner as the Partner from whom such interest was transferred would have received such allocations and distributions; (ii) be credited with the Capital Account of the transferring Partner; and (iii) acquire all the rights, responsibilities and obligations of the Partner from whom such interest was transferred (including the obligations to contribute capital), but shall not have any right to participate in any management, operation, or administration of the Partnership.

Permitted Assignments. Notwithstanding anything in this Article 7 to the foregoingcontrary, Tenant maySubtenant named on the face of this Sublease (or any “Permitted Assignee”, as defined in this Article 7), without LandlordSublandlord’s prior written consentconsent and without being subject to any of the provisions of this Article 7, including without limitation, Sublandlord’s right to recapture, shall have the right to sublet the Leased Premises, or any portion thereof, or assign this Sublease to a “Permitted Assignee”. For the purposes of this Sublease a “Permitted Assignee” shall mean: (a) assign this Master Lease a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Subtenant; (b) a successor corporation related to Tenant’s Parent Subtenant by merger, consolidation, nonbankruptcy reorganization, or any Subsidiary thereofgovernment action; or (bc) assign or transfer all a purchaser of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, Subtenant; provided that the proposed Permitted Assignee under (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1a), (2b) and or (3), provided the surviving entity c) above has a net worth of (after deducting all contingent and off-balance sheet liabilities) equal to or greater than $1,000,000,000.00. However, Sublandlord shall not less than the apply such financial net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect test in the preceding sentence to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party proposed Permitted Assignee (if not and the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant proposed Permitted Assignee shall not be required to operate satisfy the net worth test) if Subtenant has a “Sears” financial net worth (after deducting all contingent and off-balance sheet liabilities) of not less than $1,000,000,000.00 and will not be released of its obligations under this Sublease. In the event any proposed assignee or “Kmart” Storesubtenant under (a), (b) or (c) above does not qualify as a Permitted Assignee because the net worth test is required pursuant to the provisions above but is not satisfied, Sublandlord’s consent (pursuant to Section 7.2 below) shall otherwise comply with be required and all of the provisions terms and conditions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) this Article 7 shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premisesapply, except as expressly set forth abovethat Sublandlord shall not be entitled to terminate this Sublease pursuant to Section 7.4 below, and Sublandlord shall continue not be entitled to comply with the requirements of this Master Leaseany assignment consideration or excess rentals pursuant to Section 7.6 below. If any proposed assignee or subtenant under (a), including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) aboveor (c) above does not qualify as a Permitted Assignee because the net worth test is required pursuant to the provisions above but is not satisfied, if then in the identity event Sublandlord nevertheless consents (pursuant to the provisions of Section 7.2 below) to such proposed assignee or subtenant, such proposed assignee or subtenant shall constitute a Permitted Assignee under this Sublease. For the avoidance of doubt, no assignment, subletting or other transfer shall release Subtenant from its obligations under this Sublease, but rather Subtenant and creditworthiness of the successor tenant and successor Lease Guarantor its transferee (other than a sub-subtenant) shall be subject to the reasonable approval of Landlord jointly and Landlord Mortgageeseverally liable therefor.

Permitted Assignments. Notwithstanding Section 20.1, Licensee will be permitted to assign or otherwise transfer this License without the foregoing, Tenant may, without LandlordCity’s prior written consent: consent but with notice to the City, to: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal an entity that (1) acquires all or substantially all Licensee’s assets in the market in which the City is located (as the “market area” is or may be defined by the FCC); (b) Licensee’s parent; (c) an entity that acquires a controlling interest in Licensee by a change in stock ownership or partnership interest; or (d) an entity controlled by Licensee (each a “Permitted Assignment”). Notwithstanding anything in this License to the contrary, a Permitted Assignment will be subject to all the following conditions: (i) the assignee may use the License Area only for the Permitted Use and for no other purpose whatsoever; (ii) the assignee possesses all Regulatory Approvals necessary to lawfully install, operate, and maintain Equipment on the License Area; (iii) Licensee provides the City with notice no later than thirty (30) days following the effective date of such Permitted Assignment, stating the name and contact information for the assignee; (iv) Licensee was not in default of this License beyond the applicable notice and cure period on the effective date of the assets of Tenant’s Parent, Permitted Assignment; (2v) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entityassignee has assumed, in each case of subclauses (1)writing, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such TenantLicensee’s obligations under this License from and after the Master Lease effective date of the Permitted Assignment. Additionally, within fifteen (except 15) business days following Licensee’s receipt of the City’s written request, Licensee shall furnish the City with reasonable written evidenc e that any such Unrelated Successor Tenant shall not be required to operate a “Sears” the assignee or “Kmart” Store, but shall otherwise comply with transferee has assumed in writing all of Licensee’s obligations under this License from and after the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use effect date of the Demised PremisesPermitted Assignment. If the City chooses to review the Permitted Assignment, except as expressly set forth above, Licensee shall continue be responsible to comply with reimburse the requirements of this Master Lease, including without limitation all rights of Landlord City up to Two Thousand Dollars ($2,000.00) for legal fees and all obligations of Tenant with respect City staff time actually incurred by the City to review the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Permitted Assignment. Such reimbursement shall be paid within thirty (z30) with respect to subdivision (b) above, if the identity and creditworthiness days after Licensee’s receipt of the successor tenant and successor Lease Guarantor shall be subject to City’s invoice accompanied by reasonable evidence of the reasonable approval of Landlord and Landlord Mortgageecosts incurred by the City.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease but not to Tenant’s Parent Whirlpool or any Subsidiary thereof; of Whirlpool’s Affiliates or to a natural Person (bor a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) assign or transfer all (“Purchasers”) any part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s ParentLoan Documents; provided that, (2i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld, conditioned or delayed) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the surviving entity of a merger with Tenant’s Parent, or Administrative Agent shall otherwise consent (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, each in each case of subclauses (1their sole discretion), (2x) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, assigning Lender shall retain after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party assignment a Commitment which is not less than $15,000,000 (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes unless such Lender is assigning all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3its Commitment). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the use remaining amount of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements assigning Lender’s Commitment) and in integral multiples of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with respect notice of such assignment at least three Business Days prior to subdivision the effective date thereof (b) abovewhich effective date, if for the identity and creditworthiness avoidance of the successor tenant and successor Lease Guarantor doubt, shall be subject to the reasonable approval consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that (1) if a Default under Section 8.02 or (solely with respect to Whirlpool) 8.05 or 8.06 has occurred and is continuing, the consent of Landlord Whirlpool shall not be required and Landlord Mortgagee(2) if any Default has occurred and is continuing, the consent of Whirlpool shall not be required for any assignment to a commercial bank, trust company or insurance company with capital and surplus of not less than $500,000,000. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto.

Permitted Assignments. Notwithstanding the foregoingforegoing provisions of this Section 23, Landlord agrees that so long as (a) no Default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant, and (c) the net worth, creditworthiness and liquidity factor of any entity into which Tenant mayshall merge are all greater than or equal to the net worth, creditworthiness and liquidity factor of Tenant as of the date of execution of this Lease, the provisions of this Section 23 shall not be applicable with regard to an assignment of this Lease or a subletting of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein, to the extent it remains in existence, shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (2) no other or further assignment or subletting shall be permitted without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights consent and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each the case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinan assignment, the “Unrelated Successor Tenant”) assumes all of assignee executes an assignment and assumption agreement in Landlord’s then standard form (with such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant revisions thereto as are approved by Landlord in its reasonable discretion, which approval shall not be required to operate a “Sears” unreasonably conditioned or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (xdelayed) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Spaceassumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An Affiliate, Additional Recapture Space and as used herein, shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, Tenant. “Control” as used herein shall mean the 100% Recapture Property and (z) with respect to subdivision (b) abovepossession, if the identity and creditworthiness direct or indirect, of the successor tenant power to direct or cause the direction of the management and successor Lease Guarantor shall be subject to the reasonable approval policies of Landlord and Landlord Mortgageea person or entity, whether through ownership of voting securities, by contract, or otherwise.

Permitted Assignments. Notwithstanding the foregoingprovisions of Section 19.1, Tenant maythe current holders of all of the issued and outstanding capital stock of the Lessee may transfer such capital stock of Lessee to the Guarantor (or, without Landlord’s prior written consentat the option of the Guarantor, to a wholly-owned Subsidiary of the Guarantor), subject to the Liens created by the Stock Pledge Agreement, pursuant to the terms and conditions of the BCC Option Agreement (the "Stock Transfer"); provided that: (a) assign this Master at the time of the consummation of the Stock Transfer, no Lease to Tenant’s Parent or Default shall have occurred (excluding any Subsidiary thereof; or Lease Default which has been waived, in writing, by Lessor), nor any event which, with the giving of notice and/or the passage of time, could result in a Lease Default and (b) assign prior to or transfer simultaneously with the consummation of the Stock Transfer, the Guarantor shall have delivered to Lessor (i) a guaranty of the Lease Obligations executed by the Guarantor (the "BCC Guaranty"), in form and substance acceptable to Lessor (and, without limiting the foregoing, the BCC Guaranty shall include the financial covenants set forth in Section 10.9 of the Working Capital Assurance Agreement), (ii) a fully-executed Stock Pledge Agreement, in a form substantially similar to the Pledge Agreement, executed by the Guarantor (or, if applicable, the wholly-owned Subsidiary of the Guarantor to which the issued and outstanding stock of the Lessee is to be transferred) granting to Lessor a first priority security interest in all of its rights the issued and outstanding shares of capital stock of Lessee (the "BCC Stock Pledge"), (iii) the stock certificate(s) evidencing such pledged shares, along with stock power(s) (in a form acceptable to Lessor) duly endorsed in blank and (iv) a legal opinion, in form and substance satisfactory to Lessor (1) evidencing the authority of the Guarantor to execute and deliver the BCC Stock Pledge, the BCC Guaranty and such stock powers and the enforceability of such documents and (2) stating whether any notices to and/or approvals from any Governmental Authority (or other Person) are required for such transfer and, if so, that such notices and approvals have been sent and/or obtained, as the case may be. From and after the consummation of the Stock Transfer, in accordance with the terms hereof and the terms of the Working Capital Loan Agreement, and the satisfaction of the conditions set forth in this Section 19.4, the Related Party Obligations shall include all "Related Party Obligations" as defined under the State College Lease; provided, however, that, except as otherwise provided within the definition of the term "Related Parties" in Article 2 hereof, the consummation of the Stock Transfer shall have no effect whatsoever on the Related Leases, the Tenant Parties or any terms, conditions or other provisions set forth herein or in any of the other Lease Documents relating thereto. In connection with the consummation the Stock Transfer, the Lessee shall have the option, exercisable by written notice to the Lessor ten (10) Business Days prior to the Stock Transfer, to request that the Lessor advance, under the Leasehold Improvement Agreement, a lump sum payment (the "Working Capital Payoff") equal to the total outstanding principal amount and all accrued interest and other sums payable under the Note. The Working Capital Payoff shall be used to pay the entire principal balance then remaining unpaid, together with accrued and unpaid interest thereon and any costs, charges and other amounts due under the Note (without any penalty or premium) and, upon any such advance of the Working Capital Payoff by Lessor, Base Rent shall be adjusted accordingly and the Cash Collateral held under the Deposit Pledge Agreement shall also be adjusted to reflect the adjusted Base Rent hereunder (i.e., so that the Cash Collateral then held under the Deposit Pledge Agreement equals 3 monthly payments of Base Rent as adjusted). The Working Capital Payoff shall be due and payable simultaneously with the consummation of the Stock Transfer. In the event the Lessee does not elect to request Lessor to advance the Working Capital Payoff under the Leasehold Improvement Agreement, the Working Capital Payoff shall nevertheless be due and payable simultaneously with the consummation of the Stock Transfer (from other funds of Pledgor) so that the outstanding obligations under the Master Lease Note may be paid in full (either directly without penalty or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1premium), (2) it being understood and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, agreed that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all Note are due and payable as of the provisions date of Sections 7.2 and 7.3)the consummation of the Stock Transfer. In If Lessor does not advance the case of any such assignment, (x) each Lease Guarantor (or Working Capital Payoff to satisfy the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant outstanding obligations under the Master Lease) Note, there shall be no adjustment to Base Rent in a written instrument for connection with the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use satisfaction of the Demised Premises, except as expressly set forth above, shall continue to comply with outstanding obligations under the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeNote.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign this Master Lease to Tenant’s Parent one or more banks or other entities ("PURCHASERS") all or any Subsidiary thereof; or (b) assign or transfer all part of its Commitment and outstanding Revolving Loans, Swing Line Interests and L/C Interests, together with its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents with respect thereto; PROVIDED, by operation of law or through a merger or other corporate transaction) to any other solvent corporationHOWEVER, partnership, limited liability company or other legal entity that (1i) acquires all or substantially each such assignment shall be of a constant, and not a varying, percentage of all of the assets assigning Lender's rights and obligations so assigned; (ii) any such assignment by such Lender of Tenant’s Parentits Facility A Revolving Loans, Facility A Commitment, Swing Line Interest or L/C Interest shall include a PRO rata assignment of such Lender's Facility B Revolving Loans and Facility B Commitment, and any such assignment by such Lender of its Facility B Revolving Loans or Facility B Commitment shall include a PRO RATA assignment of such Lender's Facility A Revolving Loans, Facility A Commitment, Swing Line Interest and L/C Interest; (2iii) is the surviving entity amount of a merger with Tenant’s Parent, the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of such assignment) may be in the amount of such Lender's entire Commitment but otherwise shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; and (3iv) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses notwithstanding the foregoing CLAUSE (1iii), (2x) if the assignment is made to a Lender or an Affiliate of the assigning Lender, the amount of the Commitment assigned shall not be less than $1,000,000 and (3y) if the assignment is made pursuant to SECTION 2.18(a)(ii), provided the surviving entity has a net worth Commitment assigned may be in the amount of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, relevant Non- Consenting Lender's entire remaining Commitment after giving effect to any financing provided all assignments pursuant to SECTION 2.18(a)(i). Such assignment shall be substantially in the form of EXHIBIT D hereto or contemplated in such merger or corporate transactionother form as may be agreed to by the parties thereto. The consent of TLGI, the Borrower, the L/C Issuer and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender; providedPROVIDED, HOWEVER, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereina Default has occurred and is continuing, the “Unrelated Successor Tenant”) assumes all consent of such Tenant’s obligations under neither TLGI nor the Master Lease (except that any such Unrelated Successor Tenant Borrower shall be required. Such consents shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision unreasonably withheld. (b) aboveThe Swing Line Lender may, if the identity and creditworthiness in accordance with applicable law, at any time assign to a single Purchaser all (but not less than all) of the successor tenant Swing Line Commitment and successor Lease Guarantor the outstanding Swing Line Loans, together with the rights and obligations of the Swing Line Lender under the Loan Documents with respect thereto; PROVIDED, HOWEVER, that the consent of the Agent, the Required Lenders and the Borrower shall be subject required prior to such assignment becoming effective. Such assignment shall be in such form as the Agent, the Borrower and the Swing Line Lender shall agree. Such assignment shall become effective on the date agreed to by the Agent and the Swing Line Lender. Any such assignment pursuant to this SECTION 13.3.1(b) shall be a "SWING LINE ASSIGNMENT". All provisions of SECTION 13.3.2 shall be applicable to any Swing Line Assignment, except for the first two sentences thereof, and except that each reference therein to "assignment", "Lender", "Commitment" and "Revolving Loans" shall be deemed to be references to the reasonable approval of Landlord Swing Line Assignment, Swing Line Lender, Swing Line Commitment and Landlord MortgageeSwing Line Loans, respectively.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may at any time assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitment and the Loans (including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that: (a) except in the case of an assignment of the assets entire remaining amount of Tenantthe assigning Lender’s Parent, (2) is Commitment and the surviving entity Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a merger Lender or an Approved Fund with Tenant’s Parent, or respect to a Lender (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, determined after giving effect to such assignment), the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (b) shall not apply to a Swing Lender’s rights and obligations in respect of Swing Loans without the consent of Visa Inc. which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing; (c) (i) any financing assignment of a Dollar Revolving Commitment or a Multi-Currency Revolving Commitment must be approved by the Administrative Agent, each Swing Lender and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or contemplated delayed) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and (ii) any assignment by a Swing Lender of any Commitment to make Swing Loans must be approved by Visa Inc. unless an Event of Default has occurred and is continuing (provided that such approval shall not be unreasonably withheld or delayed); (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee (payable by the assignor Lender or the assignee Lender) in the amount of U.S.$3,500, unless 2315953_6.doc 87 364-Day Revolving Credit Agreement waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (e) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such merger assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or corporate transactionother compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and unfunded participations in Swing Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3.2, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that in each case except to the successor tenant extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or successor Tenant Party (if not the named Tenant hereinrelease of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the “Unrelated Successor Tenant”applicable Borrower (at its expense) assumes all shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of such Tenant’s rights or obligations under the Master Lease (except this Agreement that any such Unrelated Successor Tenant shall does not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all this Section 13.3.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.2. The Administrative Agent is hereby authorized and directed to amend Schedule 1 from time to time to reflect any assignment or transfer pursuant to this Section 13.3.1 or Section 2.28, and the provisions of Sections 7.2 and 7.3). In the case addition of any Lender pursuant to Section 2.27 and to deliver such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect amended Schedule 1 to the Recapture Space, Additional Recapture Space Borrowers and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.each Lender. 2315953_6.doc 88 364-Day Revolving Credit Agreement

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: (a) in the ordinary --------------------- course of its business and in accordance with Applicable Law, at any time assign this Master Lease to Tenant’s Parent any Eligible Assignee all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, so long as (either directly or indirectlyi) each assignment is of a constant, by operation and not a varying, ratable percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parenttransferor Lender's rights and obligations under the Loan Documents with respect to the Loans and the LC Obligations and, (2) is in the surviving entity case of a merger with Tenant’s Parentpartial assignment, or is in a minimum principal amount of $10,000,000 and integral multiples of $10,000,000 in excess of that amount; (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, except in each the case of subclauses (1)an assignment in whole of a Lender's rights and obligations under the Loan Documents or an assignment by one original signatory to this Agreement to another such signatory, (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinassignment, the “Unrelated Successor Tenant”aggregate amount of the Commitments retained by the transferor Lender shall in no event be less than $20,000,000; and (iii) assumes the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. The consent of Agent (and, provided no Default or Event of Default exists, Borrowers, which consent shall not be unreasonably withheld or delayed) shall be required prior to an assignment becoming effective with respect to an Eligible Assignee which is not a Lender or an Affiliate of a Lender, and such assignment shall not become effective until such time as notice thereof is given to Borrowers and Agent in substantially the form of Exhibit G attached hereto. In the event any Lender --------- desires to assign to one or more Eligible Assignee for which Borrowers' approval is required, such Lender shall give Borrowers and Agent notice of this intent and Borrowers shall have 20 days to approve the assignment. If Borrowers do not find the participant or assignee to be acceptable, Borrowers may within 120 days of such assignment, terminate this Agreement and indefeasibly pay in full all of the Obligations without any requirement that they pay the termination charges pursuant to 5.3.2 hereof. If Borrowers do not approve the assignment within such Tenant’s 20-day period, then Required Lenders may terminate this Agreement upon 120 days written notice to Borrowers. In the event of termination by Required Lenders under this Section, no prepayment premium shall be due or payable. Nothing contained herein shall limit in any way the right of Lenders to assign (i) to any Eligible Assignee all of their rights and obligations under the Master Lease Loan Documents or (except that ii) all or any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all portion of the provisions Loans owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of Sections 7.2 the Board of Governors and 7.3). In any Operating Circular issued by such Federal Reserve Bank, provided that in the case of this clause (ii) any payment in respect of such assignmentassigned Loans made by Borrowers to the assigning Lender in accordance with the terms of this Agreement shall satisfy Borrowers' obligations hereunder in respect of such assigned Loans to the extent of such payment, but no such assignment shall release the assigning Lender from its obligations hereunder. If a Lender (xa "Non-continuing Lender") each Lease Guarantor (or elects not to continue as a Lender at the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use end of the Demised PremisesOriginal Term or any Renewal Term or as a result of Borrowers' refusal to consent to a participation or assignment by such Lender and the other Lenders wish to continue as Lenders hereunder, except as expressly set forth above, shall continue to comply with upon 120 days prior written notice of such election by the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect Non-continuing Lender given prior to the Recapture Spaceend of the Original Term or any Renewal Term or following receipt of Borrowers' non- approval, Additional Recapture Space the remaining Lenders shall purchase the Non-continuing Lender's interest in the Loans and Obligations in an amount equal to the 100% Recapture Property principal, accrued interest and (z) with respect to subdivision (b) aboveshare of fees, if any, of such Lender's interest in the identity Loans and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeObligations at such date.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law (a) and, in the case of any assignment of the Swing Line Commitment, in compliance with Section 13.3.3), at any time assign this Master Lease to Tenant’s Parent a Qualified Bank (or, while a Default has occurred and is continuing, to any Person (other than the Company, Borrower or any Subsidiary Affiliate thereof; )) (“Purchaser”) all or (b) assign or transfer all any part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit M or in such other form as may be agreed to by the parties thereto (either directly or indirectlyan “Assignment and Assumption”). Except as otherwise hereinafter provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets Borrower, the Administrative Agent and each of Tenant’s Parent, the Arrangers shall be required prior to an assignment becoming effective with respect to a Purchaser (2) is except an assignment by a Lender to its Affiliates or in the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the consent of the Borrower only, an assignment to another Lender or an Affiliate thereof); provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (1except that, if a Default has occurred and is continuing, the consent of the Borrower shall not be required), (2a) and each such assignment (3), provided other than an assignment of a Competitive Bid Loan) shall (unless it is an assignment of a Lender’s entire interest the surviving entity has a net worth of Revolving Credit Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b), except as otherwise hereinafter provided, no assignment shall be made that would reduce the net worth Revolving Credit Commitment of Tenanta Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Parent Revolving Credit Commitment as of immediately prior the date of this Agreement or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (ii), such merger lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default has occurred and is continuing clause (b) of this sentence shall not apply. Any consents of the Borrower, the Administrative Agent or other corporate transactionthe Arrangers under this Section 13.3.1 shall not be unreasonably withheld or delayed, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that Borrower shall be deemed to have consented to any such Unrelated Successor Tenant assignment unless it shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a object thereto by written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect notice to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Administrative Agent within eight (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee8) calendar days after having received written notice thereof.

Permitted Assignments. Notwithstanding the foregoingpreceding section, Tenant may, Licensee will be permitted to assign or otherwise transfer this License without Landlordthe City’s prior written consent: consent but with notice to the City, to: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal an entity that (1) acquires all or substantially all of Licensee’s assets in the assets of Tenantmarket in which the City is located (as the “market area” is or may be defined by the FCC); (b) Licensee’s Parent, parent; (2c) is the surviving an entity of that acquires a merger with Tenant’s Parent, controlling interest in Licensee by a change in stock ownership or partnership interest; or (3d) results from an entity controlled by Licensee (each a consolidation“Permitted Assignment”). Notwithstanding anything in this License to the contrary, reorganization or recapitalization of Tenant’s Parent a Permitted Assignment will be subject to all the following conditions: (i) the assignee may use the License Area only for the Permitted Use and for no other purpose whatsoever; (ii) the assignee possesses all Regulatory Approvals necessary to lawfully install, operate, and maintain Equipment on the License Area; (iii) Licensee provides the City with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided notice 60 days before the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all effective date of such TenantPermitted Assignment, stating the contact information for the proposed assignee and providing financial information establishing that the proposed assignee has the capital and fiscal qualifications greater than or equal to Licensee’s as it existed on the Effective Date; (iv) Licensee is in good standing under this License; (v) the assignee shall covenant to perform all Licensee’s obligations under this License and Licensee will be and remain liable jointly and severally with the Master Lease assignee for all obligations to be performed by assignee; and (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (xvi) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in within 30 calendar days after Licensee receives a written instrument demand from the City, Licensee shall reimburse the City for all reasonable and documented costs incurred by the express benefit of Landlord City in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply connection with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageePermitted Assignment.

Permitted Assignments. Notwithstanding the foregoingany non-assignment provisions contained in Section 18.1 hereof, Tenant mayAGY, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; permitted assignee or (b) transferee of AGY, may assign or otherwise transfer some or all of its rights and and/or obligations under hereunder (i) by way of collateral to any Person, or any assignee of such Person, providing financing to AGY, AGY’s Affiliates, or to any such permitted assignee of AGY (collectively, the Master Lease “Financing Sources”) or (either directly or indirectly, by operation of law or through a merger or other corporate transactionii) to any other solvent corporationPerson to which AGY, partnershipor any permitted assignee or transferee (including a Financing Source) of AGY, limited liability company assigns, sells, transfers or other legal entity that (1) acquires otherwise conveys all or substantially all of the assets of Tenant’s ParentAGY (whether by merger, (2) is the surviving entity recapitalization, stock purchase, sale of a merger with Tenant’s Parent, assets or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3otherwise), provided that such acquiring Person agrees with and acknowledges in writing to NVH and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such Person as though such acquiring Person were AGY and that such Person shall perform all of AGY’s obligations hereunder. Notwithstanding any non-assignment provisions contained in Section 18.1 to the surviving entity has a net worth contrary, any Buyer Company, or any permitted assignee or transferee of not less than the net worth such Buyer Company, may assign or otherwise transfer some or all of Tenant’s Parent as its rights and/or obligations hereunder (i) by way of immediately prior such merger or other corporate transaction, after giving effect collateral to any financing source of such Buyer Company, (ii) to any Affiliate of such Buyer Company, provided that (x) such Affiliate shall agree with AGY and its permitted assignees or contemplated transferees, if any, in writing to assume such merger Buyer Company’s obligations hereunder and (y) any such assignment to an Affiliate of such Buyer Company shall not relieve such Buyer Company from its obligations hereunder or corporate transaction(iii) to any Person to which any Buyer Company, or any permitted assignee or transferee of such Buyer Company, assigns, sells, transfers or otherwise conveys all or substantially all of the assets of such Buyer Company; providedprovided that such acquiring Person agrees with and acknowledges in writing to AGY and its permitted assignees or transferees, if any, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes this Agreement shall be binding upon and enforceable against such Person as though such acquiring entity were a Buyer Company hereunder and that such Person shall perform all of such TenantBuyer Company’s obligations under hereunder. To the Master Lease (except extent that assignment and/or transfer of any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 rights, privileges, and/or obligations is permitted, this Agreement shall be binding on, and 7.3). In except as otherwise expressly provided, shall inure to the case of any such assignmentbenefit of, (x) each Lease Guarantor (the legal successors, assigns, or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use representatives of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeParties.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlordin the ordinary course of its business and in accordance with applicable law, at any time assign to any of such Lender’s Affiliates or to another Lender or an Approved Fund, or with the prior approval of the Borrower, which shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written consent: notice to the Administrative Agent within five Business Days after having received notice thereof), any other entity (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity provided that (1a) acquires all or substantially all no assignee shall be entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to the date of the assets of Tenant’s Parentassignment than the amount to which such assignor would have been entitled to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN or W-8ECI referenced in Section 3.5(iv) hereof, (2b) is no assignments may be made to the surviving entity Borrower or its Affiliates and (c) except in the case of an assignment to a Lender or an Affiliate of a merger with TenantLender or an assignment of the entire remaining amount of the assigning Lender’s ParentCommitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent determined as of immediately prior the date such merger or other corporate transaction, after giving effect assignment is delivered to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”Administrative Agent) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all less than $5,000,000 unless each of the provisions Borrower and the Administrative Agent otherwise consent, provided that no such consent of Sections 7.2 the Borrower shall be required if a Default has occurred and 7.3)is continuing. In Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is then continuing. Such assignment shall be substantially in the form of Exhibit D hereto or in such other form as may be agreed to by the parties thereto. The consent of the Administrative Agent shall be required prior to an assignment becoming effective except in the case of any such assignmentan assignment to an Affiliated Qualified Institution, (x) each Lease Guarantor (or and the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use consent of the Demised Premises, except as expressly set forth above, Issuing Lender and the Swingline Lender shall continue be required prior to comply with the requirements any assignment becoming effective. Such consents shall not be unreasonably withheld or delayed. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Master LeaseAgreement to secure obligations of such Lender, including without limitation all rights any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor a security interest; provided that any foreclosure or similar action by such pledgee or assignee shall be subject to the reasonable approval provisions of Landlord this Section 12.3.1 concerning assignments; and Landlord Mortgageeprovided, further that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Permitted Assignments. Notwithstanding Any Lender or the foregoing, Tenant Issuing Lender may, without Landlord’s prior written consent: (a) in the ordinary course of its business and in accordance with applicable law, at any time assign this Master Lease to Tenant’s Parent one or more banks or other entities that are not Ineligible Institutions or competitors of the Borrower or any Subsidiary thereof; in any of their respective lines of business (“Purchasers”) all or (b) assign or transfer all any part of its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents. Each assignment shall be of a constant, by operation and not a varying, ratable percentage of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets assigning Lender’s rights and obligations under this Agreement. Such assignment shall be made pursuant to an Assignment and Assumption. The consent of Tenant’s Parentthe Borrower, so long as no Default exists, shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an affiliate thereof (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof). The consent of (i) the Agent, (2ii) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) Swing Line Lender and (3)iii) provided that JPMorgan is at such time the Principal Issuing Lender, provided JPMorgan in its capacity as such shall be required prior to any assignment. Any consent required under this Section 12.3.1 shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an affiliate thereof shall (unless the surviving entity has a net worth of Agent otherwise consents) be in an amount not less than the net worth lesser of Tenant(i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Parent Commitment (calculated as at the date of immediately prior such merger assignment) or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party its outstanding Loans and L/C Interests (if not the named Tenant hereinapplicable Commitment has been terminated). The assignee, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant if it shall not be required a Lender, shall deliver to operate a “Sears” the Agent an Administrative Questionnaire in which the assignee designates one or “Kmart” Storemore credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, but shall otherwise comply with all including Federal and state securities laws. The Agent shall, acting for this purpose only as an agent of the provisions Borrower, maintain a copy of Sections 7.2 each assignment and 7.3)acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment or/and the principal amount (and stated interest) of the Loans owing to each Lender from time to time. In The entries in the case Register shall be conclusive, in the absence of manifest error, and the Borrower, each Lender and the Administrative Agent shall treat each person whose name is recorded in the Register as the owner of the Loans for all purposes of this Agreement. Notwithstanding anything to the contrary, any assignment of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) Loan shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant be effective only upon appropriate entries with respect to thereto being made in the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeRegister.

Permitted Assignments. Notwithstanding At any time after the foregoingExecution Date, Tenant may, without Landlord’s prior written consent: (a) any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially a portion of the Notes payable to it, its Pro Rata Share of the Aggregate Loan Commitments and its Loans), provided that the terms of assignment satisfy the following requirements: 15.15.1.1. Administrative Agent shall have accepted the assignment, which acceptance shall not be unreasonably withheld; provided, however, that if the Aggregate Loan Commitments have been terminated and the Obligations accelerated by the Required Lenders, then Administrative Agent's consent shall not be required. 15.15.1.2. Each such assignment shall be of a constant, and not a varying, percentage of all of the assets assigning Lender's rights and obligations under this Agreement. 15.15.1.3. For each assignment involving the issuance and transfer of Tenant’s ParentNotes, the assigning Lender shall execute an Assignment and Acceptance in the form attached hereto as Exhibit 14.2 together with any Note subject to such assignment and a processing fee of $3,500 payable to Administrative Agent for its own account. 15.15.1.4. The minimum amount of the Aggregate Loan Commitment which shall be assigned (2and in the case of Administrative Agent, the Swingline Commitment) is $25,000,000 or such lesser amount which constitutes such Lender's entire Pro Rata Share of the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionAggregate Commitment; provided, however, that no such minimum shall apply between a Lender and its Affiliates, or between one Lender and another Lender or an assignment of all of a Lender's rights and obligations under this Agreement. 15.15.1.5. The assignee shall have an office located in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinUnited States and is otherwise an Eligible Assignee. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the “Unrelated Successor Tenant”) assumes all assignee thereunder shall be a party hereto and, to the extent of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or have the successor obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to each Lease Guarantor) the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section, the assignor, the Administrative Agent and the Borrower shall reaffirm make appropriate arrangements so that, if required, new Notes are issued to the Lease Guaranty (if it assignor and the assignee. If the assignee is not the successor to Tenant incorporated under the Master Lease) in laws of the United States of America or a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy state thereof, (y) the use of the Demised Premises, except as expressly set forth above, it shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect deliver to the Recapture Space, Additional Recapture Space Borrower and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Agent certification as to the reasonable approval exemption from deduction or withholding of Landlord and Landlord Mortgageetaxes in accordance with Section 3.15.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (ai) Any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Master Lease Loans at the time owing to it) with the prior written consent (either directly or indirectly, by operation such consent not to be unreasonably withheld) of: (A) the Company; provided that no consent of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that the Company shall be required (1) acquires all for an assignment to a Lender, an Affiliate of a Lender or substantially all of the assets of Tenant’s Parent, an Approved Fund or (2) if a Default or Unmatured Default has occurred and is continuing, for any other assignment; provided further that the surviving entity Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof from the Administrative Agent; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a merger Lender or an Approved Fund; (C) each Issuing Bank, in the case of any assignment of all or a portion of a Multicurrency Tranche Revolving Loan Commitment or any Lender’s obligations in respect of its L/C Obligations; and (D) the Swing Line Bank, in the case of any assignment of all or a portion of a US Tranche Revolving Loan Commitment or any Lender’s obligations in respect of any Swing Line Loans. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment Agreement with Tenantrespect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided that no such consent of the Company shall be required if a Default or Unmatured Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Parentrights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement substantially in the form of Exhibit C hereto, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent together with a solvent corporationprocessing and recordation fee of $3,500, partnership provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other legal entityApproved Funds of such Lender; and (D) if, prior to the assignment, the assignee was not a Lender, it shall deliver to the Administrative Agent any tax forms and additional information required under Section 2.15(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in each the case of subclauses (1an Assignment Agreement covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(e), 4.01, 4.02, 4.04 and 11.06). (2iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of an Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed tax forms required under Section 2.15(e) and Administrative Questionnaire (3unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section 14.03(a), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Administrative Agent shall not be required to operate a “Sears” accept such Assignment Agreement or “Kmart” Storeso record the information contained therein if the Administrative Agent reasonably believes that such Assignment Agreement lacks any written consent required by this Section 14.03(a) or is otherwise not in proper form, but it being acknowledged that the Administrative Agent shall otherwise comply have no duty or obligation (and shall incur no liability) with all of respect to obtaining (or confirming the provisions of Sections 7.2 and 7.3). In the case receipt) of any such assignment, (x) each Lease Guarantor (written consent or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Spaceform of (or any defect in) such Assignment Agreement, Additional Recapture Space any such duty and obligation being solely with the assigning Lender and the 100% Recapture Property assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (zsuch determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 14.03(a) with respect to subdivision thereto (b) above, if other than the identity and creditworthiness consent of the successor tenant Administrative Agent) have been obtained and successor Lease Guarantor that such Assignment Agreement is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment Agreement, shall be subject deemed to have represented to the reasonable approval of Landlord assigning Lender and Landlord Mortgageethe Administrative Agent that such assignee is an Eligible Assignee.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may at any time assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Master Lease Loans (either directly including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that: (a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or indirectlyin the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (b) shall not apply to a Swing Lender’s rights and obligations in respect of Swing Loans without the consent of Visa Inc. which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing; (c) (i) any assignment of a Dollar Revolving Commitment or a Multi-Currency Revolving Commitment must be approved by operation the Administrative Agent, each Swing Lender and, unless an Event of law Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or through delayed) unless the Person that is the proposed assignee is itself a merger Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and (ii) any assignment by a Swing Lender of any Commitment to make Swing Loans must be approved by Visa Inc. unless an Event of Default has occurred and is continuing (provided that such approval shall not be unreasonably withheld or delayed); (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee (payable by the assignor Lender or the assignee Lender) in the amount of U.S.$3,500, unless waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (e) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other corporate transactioncompensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any other solvent corporationLender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and unfunded participations in Swing Loans. Notwithstanding the foregoing, partnershipin the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, limited liability company or other legal entity that then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3.2, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (1) acquires all or substantially and, in the case of an Assignment and Assumption covering all of the assets assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Tenant’s ParentSections 3.1, (2) is 3.4, 3.5 and 9.6 with respect to facts and circumstances occurring prior to the surviving entity effective date of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionassignment; provided, that in each case except to the successor tenant extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or successor Tenant Party (if not the named Tenant hereinrelease of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the “Unrelated Successor Tenant”applicable Borrower (at its expense) assumes all shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of such Tenant’s rights or obligations under the Master Lease (except this Agreement that any such Unrelated Successor Tenant shall does not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all this Section 13.3.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.2. The Administrative Agent is hereby authorized and directed to amend Schedule 1 from time to time to reflect any assignment or transfer pursuant to this Section 13.3.1 or Section 2.28, and the provisions of Sections 7.2 and 7.3). In the case addition of any Lender pursuant to Section 2.27 and to deliver such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect amended Schedule 1 to the Recapture Space, Additional Recapture Space Borrowers and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeeach Lender.

Permitted Assignments. Notwithstanding anything herein to the foregoingcontrary contained in this Lease and provided that no event of default has occurred and is continuing and provided further that any assignee agrees to assume all of Lessee’s obligations under this Lease, Tenant mayLessee shall have the right to assign or otherwise transfer all, but not less than all, of its interest in, to and under this Lease without LandlordLessor’s prior written consent: consent to (each, a “Permitted Assignment”): (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or an Affiliate of Lessee, (b) assign any entity which purchases or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) otherwise acquires all or substantially all of the assets or equity interests of Tenant’s ParentLessee or Guarantor in a bona fide sale for fair market value, (c) the merger, consolidation or other corporate reorganization of Lessee or Guarantor, (d) any sublease or assignment by Lessee to a separate legal entity so long as the original named Lessee has control of, is controlled by or is in common control with such separate legal entity; or (e) a Qualified Operator. A “Qualified Operator” shall mean a Person who, following the consummation of the assignment contemplated herein, (i) operates facilities similar to the Permitted Use; (ii) has a CFCCR of at least 1.25; (iii) generates EBITDA greater than $15,000,000 during a trailing twelve (12) month period; and (iv) has a Lease Adjusted Leverage of no more than 6.45x (each, a “QO Permitted Transfer”); provided, however, that Lessee may satisfy the foregoing conditions of a Qualified Operator by providing, or causing to be provided, a guaranty agreement, in form and substance reasonably acceptable to and approved by Lessor, in writing, which guaranty shall be from an entity that meets the requirements of (i), (ii), (iii), and (iv) set forth in this Section. In the event that Lessee effects a QO Permitted Transfer pursuant to clause (c), Lessee shall be released from any liability arising under this Lease from and after the date of such assignment. In the event that Lessee effects a QO Permitted Transfer pursuant to clauses (a) or (b), Lessee shall not be released from liability under this Lease. Notwithstanding the foregoing or anything to the contrary contained herein, any lender, including any agent (or administrative agent) representing a group of lenders, who extended credit to either Lessee or Guarantor (collectively, a “Senior Creditor”), which extension of credit is secured by a lien on all or substantially all of the assets of Lessee or Guarantor, or entity designated by such Senior Creditor, may, directly or indirectly, take an assignment (a “Lessee Lender Assignment”) of this Lease (or cause this Lease to be assigned) without violating the limitation on assignments hereunder so long as such Senior Creditor or designee of such Senior Creditor ( the “Lessee Lender Assignee”) operates the Permitted Facilities in accordance with a Permitted Use or cause the Permitted Facilities to be operated for a Permitted Use. In the event of a Lessee Lender Assignment, any default under Section 11.01(e) shall be deemed cured and waived by Lessor with regard to the financial condition of the prior Lessee; provided that: (1) the Lessee Lender Assignee under the Lessee Lender Assignment shall be bound by Section 11.01(e) from and after the date of such assignment, and (2) is the surviving entity Lessee Lender Assignee satisfies the following upon a request from Lessor or Lessor’s lender: (x) Lessee Lender Assignee provides Lessor with (I) reasonably satisfactory evidence that the assets of a merger with Tenant’s Parent, Lessee Lender Assignee or its parent company or lease guarantor (3as applicable) results from a consolidation, reorganization are not (or recapitalization no longer) subject to the jurisdiction of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses the bankruptcy court (1if applicable), (2II) reasonably satisfactory evidence that this Lease or its Guaranty (as applicable) has been affirmed (which evidence shall include a copy of the court order affirming this Lease or its Guaranty, if required by Lessor’s lender) or Lessee Lender Assignee reaffirms, in writing, that this Lease or its Guaranty are unmodified and in full force and effect and (III) an updated tenant estoppel certificate from Lessee Lender Assignee that is reasonably acceptable to Lessor and Lessor’s lender confirming, among other things, that this Lease is in full force and effect, that the Permitted Facilities are open for business for the Permitted Use and Lessee Lender Assignee is obligated to pay full contractual rent hereunder (without offset or free rent credit), Lessee Lender Assignee affirms this Lease (on terms identical to this Lease prior to any bankruptcy action) and that there is no default by Lessor under this Lease (3or identifying the alleged default), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant hereinhowever, the “Unrelated Successor Tenant”) assumes all delivery of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant estoppel by Lessee Lender Assignee shall not be required to operate deemed a “Sears” or “Kmart” Store, but shall otherwise comply with all waiver by Xxxxxx Xxxxxx Assignee of any default by Lessor under this Lease that Xxxxxx Xxxxxx Assignee first becomes aware of after the date of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a) assign this Master Lease but not to Tenant’s Parent Whirlpool or any Subsidiary thereof; of Whirlpool’s Affiliates or to a natural Person (bor a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) assign or transfer all (“Purchasers”) any part of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s ParentLoan Documents; provided that, (2i) unless otherwise provided herein, no assignment may be made without the prior written consent of Whirlpool and the Administrative Agent (such consents not to be unreasonably withheld, conditioned or delayed) unless the proposed Purchaser is a Lender or an Affiliate thereof and (ii) unless Whirlpool and the surviving entity of a merger with Tenant’s Parent, or Administrative Agent shall otherwise consent (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, each in each case of subclauses (1their sole discretion), (2x) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, assigning Lender shall retain after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party assignment a Commitment which is not less than $15,000,000 (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes unless such Lender is assigning all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3its Commitment). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment shall be in an amount which is not less than $25,000,000 (or, if less, the use remaining amount of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements assigning Lender’s Commitment) and in integral multiples of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property $1,000,000 in excess thereof and (z) such assigning Lender has provided Whirlpool with respect notice of such assignment at least three Business Days prior to subdivision the effective date thereof (b) abovewhich effective date, if for the identity and creditworthiness avoidance of the successor tenant and successor Lease Guarantor doubt, shall be subject to the reasonable approval consents referred to in clause (i) above), including such information regarding the Purchaser as Whirlpool may reasonably request; provided, however, that if a Default under Section 8.02 or (solely with respect to Whirlpool or any other Borrower) 8.05 or 8.06 has occurred and is continuing, the consent of Landlord Whirlpool shall not be required; and Landlord Mortgageeprovided further, however, that (x) in the case of assignment of a Loan to a Dutch Borrower to the extent the assignment concerns an amount of less than euro 100,000 (or its equivalent in any other currency) or such greater amount as may be required pursuant to the Dutch Financial Supervision Act as amended from time to time, the Purchaser is a “Professional Market Party” within the meaning of the Dutch Financial Supervision Act or (y) as soon as the competent authority publishes its interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) and irrespective of the amount of the assignment, the Purchaser is not considered to be part of the public on the basis of such interpretation. Each such assignment shall be substantially in the form of Exhibit C hereto or in such other form as may be agreed to by the parties thereto. The consent of each Issuing Lender shall be required prior to any assignment becoming effective.

Permitted Assignments. Notwithstanding the foregoingSubsection 8.2.1 above, Tenant may, without Landlord’s prior written consentXxxxx Xxxxx may assign this Agreement and its interests thereunder to: (ai) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all operator of its rights and obligations the portion of the Xxxxx Site leased by Xxxxx Xxxxx under the Master Lease (either directly Lease, including any assignee or indirectly, by operation subtenant of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s ParentXxxxx Xxxxx, or (3ii) results from a consolidationXxxxx Xxxxx’s general or limited partners, reorganization or recapitalization any affiliate of TenantXxxxx Xxxxx’s Parent with a solvent corporationgeneral or any of its limited partners or Xxxxx Xxxxx or (iii) any governmental authority or, partnership (iv) if the Lease expires or other legal entityis otherwise terminated, to OPG, or such Person as OPG may direct, in each case of subclauses (1), (2) and (3), provided without obtaining the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations written consent required under the Master Lease (except that any such Unrelated Successor Tenant Subsection 8.2.1 above. Such permitted assignee shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with have all of the provisions rights and remedies available to Xxxxx Xxxxx under this Agreement, as well as Xxxxx Xxxxx’s responsibilities thereunder, from and after the time such assignee succeeds to all of Sections 7.2 Xxxxx Xxxxx’s right, title and 7.3)interest to and under this Agreement. In the case of Notwithstanding any such assignment, Xxxxx Xxxxx shall remain liable to the Municipality for its obligations under this Agreement, save and except in the event of an assignment pursuant to (xi), (iii) each Lease Guarantor or (or iv) above, in which event Xxxxx Xxxxx shall be released from all liabilities and obligations under this Agreement, provided that the successor assignee executes an agreement with the Municipality agreeing to each Lease Guarantor) be bound by terms and conditions of this Agreement and assuming all of Xxxxx Xxxxx’s accrued liabilities and obligations to the Municipality through the date of the assignment. The Municipality shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) reasonably provide its co-operation and assistance in a written instrument respect of any Xxxxx Power financing for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master LeaseProject, including without limitation all rights of Landlord executing a consent and all obligations of Tenant acknowledgement agreement with respect to the Recapture Spacean assignment of this Agreement to a lender, Additional Recapture Space which consent and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness acknowledgement agreement may provide for notices of the successor tenant and successor Lease Guarantor shall be subject default to the reasonable approval of Landlord lender, or opportunity for the lender to cure defaults and Landlord Mortgageesuch other terms as are customary to such an agreement.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its Revolving Commitment and outstanding Loans and L/C Interests, together with its rights and obligations under the Master Lease (either directly or indirectlyLoan Documents with respect thereto; provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporationhowever, partnership, limited liability company or other legal entity that (1a) acquires all or substantially each such assignment shall be of a constant, and not a varying, percentage of all of the assets assigning Lender’s rights and obligations so assigned as it relates to such Lender’s Revolving Commitment, outstanding Revolving Loans and L/C Interests; (b) the amount of Tenant’s Parentthe Revolving Commitment, and outstanding Revolving Loans and L/C Interests of the assigning Lender being assigned pursuant to each such assignment (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent determined as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all date of such Tenantassignment) may be in the amount of such Lender’s obligations under the Master Lease (except that any such Unrelated Successor Tenant entire Revolving Commitment, outstanding Revolving Loans and L/C Interests, but otherwise shall not be required less than $5,000,000 or an integral multiple of $1,000,000 in excess of that amount unless otherwise consented to operate by the Borrower and the Agent; and (c) notwithstanding the foregoing clause (b), if the assignment is made to a “Sears” or “Kmart” StoreLender, but shall otherwise comply with all the amount of the provisions Revolving Commitment, outstanding Revolving Loans and L/C Interests assigned shall not be less than $1,000,000 or an integral multiple thereof. Non pro-rata assignments shall be permitted. The consent of Sections 7.2 the Agent, the Issuer and 7.3)the Swing Line Lender shall be required prior to any assignment of the Revolving Commitment, outstanding Revolving Loans and L/C Interests. In The consent of the case of Borrower shall be required prior to any such assignment, assignment unless (x) each Lease Guarantor (a Default has occurred and is continuing at the time of such assignment or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) such assignment is to a (A) Lender, (B) an Affiliate of a Lender or (C) any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the use ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender (such Person described in this clause (C), an “Approved Fund”); provided that the Demised Premises, except as expressly set forth above, Borrower shall continue be deemed to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect have consented to any such assignment unless it shall object thereto by written notice to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Agent within five (z5) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor Business Days after having received notice thereof. Any consents required by this Section 12.3.1 shall not be subject to the reasonable approval of Landlord and Landlord Mortgageeunreasonably withheld or delayed.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iii) any payment by the requirements Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this Master Leasesentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, including without limitation all and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Landlord Loans and all obligations termination of Tenant Commitments pursuant to Section 11.2 in connection with implementation of the Reallocation Agreement following a Designation Date. Notwithstanding the foregoing, assignment of Loans or LC Obligations with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and European Borrower permitted under this Section 13.3.1 to any Person shall at all times exceed €100,000 (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeor its equivalent in another currency).

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (ai) Any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Master Lease Loans at the time owing to it) with the prior written consent (either directly or indirectly, by operation such consent not to be unreasonably withheld) of: (A) the Company; provided that no consent of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that the Company shall be required (1) acquires all for an assignment to a Lender, an Affiliate of a Lender or substantially all of the assets of Tenant’s Parent, an Approved Fund or (2) if a Default or Unmatured Default has occurred and is continuing, for any other assignment; provided further that the surviving entity Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof from the Administrative Agent; (B) the Administrative Agent; and (C) each Issuing Bank, in the case of any assignment of all or a portion of a merger Revolving Commitment or any Lender’s obligations in respect of its L/C Obligations; (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment Agreement with Tenantrespect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided that no such consent of the Company shall be required if a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Parentrights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement substantially in the form of Exhibit C hereto, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent together with a solvent corporationprocessing and recordation fee of $3,500, partnership provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other legal entityApproved Funds of such Lender; and (D) if, prior to the assignment, the assignee was not a Lender, it shall deliver to the Administrative Agent any tax forms and additional information required under Section 2.13(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in each the case of subclauses (1an Assignment Agreement covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13(e), 4.01, 4.02, 4.04 and 11.06). (2iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] by the Company and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of an Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed tax forms required under Section 2.13(e) and Administrative Questionnaire (3unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section 14.03(a), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Administrative Agent shall not be required to operate a “Sears” accept such Assignment Agreement or “Kmart” Storeso record the information contained therein if the Administrative Agent reasonably believes that such Assignment Agreement lacks any written consent required by this Section 14.03(a) or is otherwise not in proper form, but it being acknowledged that the Administrative Agent shall otherwise comply have no duty or obligation (and shall incur no liability) with all of respect to obtaining (or confirming the provisions of Sections 7.2 and 7.3). In the case receipt) of any such assignment, (x) each Lease Guarantor (written consent or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Spaceform of (or any defect in) such Assignment Agreement, Additional Recapture Space any such duty and obligation being solely with the assigning Lender and the 100% Recapture Property assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (zsuch determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 14.03(a) with respect to subdivision thereto (b) above, if other than the identity and creditworthiness consent of the successor tenant Administrative Agent) have been obtained and successor Lease Guarantor that such Assignment Agreement is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment Agreement, shall be subject deemed to have represented to the reasonable approval of Landlord assigning Lender and Landlord Mortgageethe Administrative Agent that such assignee is an Eligible Assignee.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender other than any Conduit Lender may, without Landlord’s prior written consent: in accordance with applicable law, at any time make assignments to additional banks or other entities (aeach a "Purchaser") assign this Master Lease to Tenant’s Parent of all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents; provided that, unless otherwise agreed by the Borrower and the Administrative Agent (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1which agreement shall not be unreasonably withheld), (2i) no such assignment shall be to a Purchaser other than any Lender or any Affiliate of a Lender, and (3), provided the surviving entity has ii) no such assignment to a net worth Purchaser (other than any Lender or an Affiliate of not a Lender) shall be in an aggregate principal amount of less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction$5,000,000, and, after giving effect to any financing provided or contemplated such assignment, such assigning Lender shall have Revolving Commitments and Loans in such merger or corporate transaction; providedan aggregate amount of at least $5,000,000, that in each case described in this clause (ii) except in the successor tenant or successor Tenant Party (if not case of an assignment of all of a Lender's interests under this Agreement. For purposes of the named Tenant hereinproviso contained in the preceding sentence, the “Unrelated Successor Tenant”) assumes all amount described therein shall be aggregated in respect of each Lender and its Affiliates, if any. Any assignment under this Section 12.3 shall be substantially in the form of Exhibit "C" hereto or in such Tenant’s obligations under other form as may be agreed to by the Master Lease (except that any such Unrelated Successor Tenant parties thereto. If an acceleration of the Obligations has occurred and is continuing, the consent of the Borrower shall not be required prior to operate an assignment becoming effective. Notwithstanding anything in this Article XII to the contrary, nothing in this Agreement shall prohibit or limit the right of any Lender to make assignments (and no consent shall be required in connection with such assignments) of all or any part of its interests under the Loan Documents (i) to a “Sears” Purchaser which is a Lender or “Kmart” Storean Affiliate thereof and (ii) after the occurrence and during the continuance of an acceleration of the Obligations, but shall otherwise comply with to any Purchaser. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Administrative Agent any or all of the provisions of Sections 7.2 Loans it may have funded hereunder and 7.3). In pursuant to its designation agreement and without regard to the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly limitations set forth above, shall continue to comply with in the requirements first sentence of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSection 12.3.1.

Permitted Assignments. Notwithstanding No Party shall assign any of its rights or obligations under this Agreement or any of the foregoingStation Two Contracts without the prior consent of the other Parties, Tenant may, without Landlord’s prior written consent: except that with respect to an assignment of the type described in (a) assign this Master Lease or (c) below, only the consent of Xxxxxxxxx shall be required (which consent shall not be unreasonably withheld, conditioned or delayed by Xxxxxxxxx) and, with respect to Tenant’s Parent or any Subsidiary thereof; or an assignment of the type described in (b) assign or transfer (d) below, no prior consent shall be required with respect to such an assignment: (a) to any Person into which or with which the Party making the assignment is merged or consolidated or to which the Party transfers substantially all of its rights assets including this Agreement and/or the Station Two Contracts. (b) with respect to Station Two Subsidiary, LEM or WKEC, to any Affiliate of those Parties. (c) with respect to Station Two Subsidiary, LEM or WKEC, to any third party which is authorized by all appropriate regulatory authorities and under applicable law to fulfill such Party's obligations under this Agreement or that Station Two Contract (as applicable) to which such Party is a party and which provides assurances of payment and performance of equal or greater value to that provided in this Agreement or such Station Two Contract, as reasonably determined by Xxxxxxxxx and Big Rivers. (d) in the Master Lease case of either Big Rivers or Xxxxxxxxx, unless to do so would violate the terms of the Station Two Contracts as in effect on the date hereof, and in the case of the LG&E Companies, to any (either directly or indirectlya) creditor holding a Permitted Lien as security for the underlying obligation, by operation of law or through a merger (b) other mortgagee or other corporate transaction) secured party as security for indebtedness incurred for -238- borrowed money by such Party for any renewal, replacement, improvement or addition to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s ParentStation Two, or (3c) results from a consolidation, reorganization other entity as security for indebtedness for borrowed money loaned to Big Rivers or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionLG&E Company; provided, that each such secured party of Big Rivers or any LG&E Company referenced herein executes a Non-Disturbance Agreement in substantially the form of Exhibit H attached to the Participation Agreement (or, in the case of an assignment by an LG&E Company, in a form reasonably acceptable to Big Rivers and Xxxxxxxxx), and each case such secured party may transfer or assign the successor tenant interest given as security pursuant to, or successor Tenant Party in lieu of, a foreclosure of the Lien (if not or the named Tenant hereinexercise of power of sale) held by such secured party, provided that the “Unrelated Successor Tenant”) transferee or assignee assumes all of such Tenant’s the duties and obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 pledging Party under this Agreement and 7.3)the Station Two Contracts, including, without limitation, the obligation to enter into a nondisturbance agreement, and all other agreements that relate to the interest being transferred or assigned. In the case of No such assignment by any such assignment, (x) each Lease Guarantor (or the successor Party pursuant to each Lease Guarantorthis Section 15.1(d) shall reaffirm be deemed to release that Party from any of its obligations hereunder. Notwithstanding anything in this Section 15.1 to the Lease Guaranty contrary, Xxxxxxxxx may withhold its consent (without regard to whether the withholding thereof is otherwise unreasonable) to any assignment by an LG&E Company of the type described in (a) or (c), above, if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use such assignment is to any Person that is not an Affiliate of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property LEC and (z) with respect the request for Xxxxxxxxx'x consent to subdivision (b) abovesuch assignment is not accompanied by an opinion of counsel to LEC, if in substantially the identity and creditworthiness form of the successor tenant legal opinion to be delivered by Kentucky counsel at the Closing pursuant to Item 29 of Schedule 2.1 to this Agreement, as to the enforceability of the Guaranty as it relates to such non-affiliated Person's performance of its obligations to Xxxxxxxxx under this Agreement from and successor Lease Guarantor after the date of such assignment. In addition, all of the assignments described in this Section 15.1 shall in any event be subject to compliance with all applicable Laws. Subject to the reasonable approval foregoing restrictions in this Section, this Agreement shall be binding upon, inure to the benefit of Landlord and Landlord Mortgageebe enforceable by the Parties and their respective successors and assigns.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: subject to any consent required below, in the ordinary course of its business and in accordance with applicable law, at any time assign to a Qualified Bank (a) assign this Master Lease or, while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, to Tenant’s Parent any Person (other than a natural person, the Company, Borrower or any Subsidiary Affiliate thereof; )) (“Purchaser”) all or (b) assign or transfer all any part of its rights and obligations under the Master Lease Loan Documents. Such assignment shall be substantially in the form of Exhibit H or in such other form as may be agreed to by the parties thereto (either directly or indirectlyan “Assignment and Assumption”). Except as otherwise hereinafter provided, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets Borrower and the Administrative Agent shall be required prior to an assignment becoming effective with respect to a Purchaser (except, but subject to clause (b) of Tenant’s Parentthe immediately succeeding sentence, an assignment to an Affiliate of such Lender, another Lender or an Affiliate of such other Lender thereof); provided, however, that if a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, the consent of the Borrower shall not be required. Unless each of the Administrative Agent and the Borrower otherwise consents (2) except that, if a Default has occurred and is continuing, the surviving entity consent of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1the Borrower shall not be required), (2a) and each such assignment shall (3), provided unless it is an assignment of a Lender’s entire interest in the surviving entity has a net worth of Revolving Credit Facility) be in an amount not less than $5,000,000 and in integral multiples of $1,000,000, and (b) except as otherwise provided below in this Section 13.3.1, no assignment shall be made that would reduce the net worth Revolving Credit Commitment of Tenanta Lender and its Affiliates (in the aggregate) to an amount less than the greater of (i) $10,000,000 or (ii) thirty-five percent (35%) of such Lender’s Parent Revolving Credit Commitment as of the Amendment and Restatement Effective Date or as of any later date on which it first became a Lender hereunder (or, in the case of this clause (b), such lesser amount to which the Borrower may, in its sole discretion, agree in writing); provided that while a Default under Section 8.2, 8.5 or 8.6 has occurred and is continuing, clause (b) of this sentence shall not apply. Any consents of the Borrower or the Administrative Agent under this Section 13.3.1 shall not be unreasonably withheld or delayed (other than, for the avoidance of doubt, any consent of the Borrower under Section (b) of the immediately prior such merger or other corporate transactionpreceding sentence, after giving effect to any financing provided or contemplated which consent may be withheld by the Borrower in such merger or corporate transactionits sole discretion); provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that Borrower shall be deemed to have consented to any such Unrelated Successor Tenant assignment unless it shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a object thereto by written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect notice to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and Administrative Agent within eight (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee8) calendar days after having received written notice thereof.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time assign this Master Lease to Tenant’s Parent one or more banks or other entities (“Purchasers”) all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease (either directly Loan Documents. Such assignment shall be substantially in the form of Exhibit B or indirectly, in such other form as may be agreed to by operation the parties thereto. The consent of law the Borrower Representative and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or through an Affiliate thereof; provided that if a merger or other corporate transaction) Default exists with respect to any other solvent corporationBorrower, partnership, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, Borrower Representative shall not be required. Any such consent shall not be unreasonably withheld or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3)delayed, provided that the surviving entity has Borrower Representative shall be deemed to have consented to such assignment unless the Borrower Representative shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof. The Borrower Representative shall receive prior written notice by the assigning Lender prior to an assignment becoming effective with respect to a net worth Purchaser which is a Lender or an Affiliate thereof. Notwithstanding the foregoing, the consent of each Issuer and the Swingline Lender shall be required for all assignments. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower Representative and the Agent otherwise consent) be in an amount not less than the net worth lesser of Tenant(i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Parent Commitment (calculated as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case at the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all date of such Tenant’s obligations under assignment) or outstanding Loans, participations in Swingline Loans and participations in LC Obligations (to the Master Lease (except that any extent such Unrelated Successor Tenant Commitment has been terminated). Each assignment shall be of a constant, and not be required to operate a “Sears” or “Kmart” Storevarying, but shall otherwise comply with percentage of all of the provisions of Sections 7.2 assigning Lender’s interests in the Obligations of, and 7.3). In the case of any such assignmentCommitment to, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision Borrowers. (b) aboveNo such assignment shall be made to (i) any natural Person (or a holding company, if investment vehicle or trust for, or owned and operated for the identity and creditworthiness primary benefit or, a natural person or relative(s) thereof), (ii) any Borrower or any Borrower’s Affiliates or Subsidiaries, (iii) any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any of the successor tenant and successor Lease Guarantor shall be subject to foregoing Persons described in this clause (b) or (iv) who, at the reasonable approval time of Landlord and Landlord Mortgageean assignment or participation, is a Sanctioned Person.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Except as provided in this clause 15.2 or the Integrated Network Deed, or with the prior written consent of the other Parties, no Party may assign this Master Lease to Tenant’s Parent or transfer all or any Subsidiary thereof; of its rights or obligations under this Agreement. (b) The Lessor may assign and transfer all (and not part only) of its rights and obligations under this Agreement to a person to whom it assigns or transfers at the same time all (but not part only) of its right, title and interest in the Extension Infrastructure and its rights and obligations under the Integrated Network Deed, being a person that is the State or is owned or controlled by the State, provided that such assignment is subject to the condition that, if the assignee (not being the State) ceases to be owned or controlled by the State, those rights and obligations must, on or prior to that cessation, be assigned and transferred to the State or a person that is owned or controlled by the State. Any such assignee must execute a deed under which the assignee undertakes to the Parties to be bound by the terms of this Agreement as if it were the Lessor. (c) The lessor under the Infrastructure Lease must not assign or transfer its rights and obligations under the Infrastructure Lease unless it assigns and transfers, at the same time to the same person, all of its rights and obligations under this Agreement. (d) Subject to clause 15.2(e), except with the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions), the Sublessee: (i) may only assign and transfer all (and not part only) of its rights and obligations under this Agreement to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under the Integrated Network Deed, each Other Extension Infrastructure Head-Lease and each Other Integrated Network Deed; and (ii) must assign and transfer all of its rights and obligations under this Agreement to a person to whom it assigns or transfers any of its rights or obligations under the Master Integrated Network Deed, an Other Extension Infrastructure Head-Lease or an Other Integrated Network Deed. Any such assignee must execute a deed under which the assignee undertakes to the Parties to be bound by the terms of this Agreement (either directly including in respect of any accrued obligations) as if it were the Sublessee. (e) The Sublessee must not assign or indirectlytransfer its rights and obligations under this Agreement in so far as they relate to part only of the Extension Infrastructure (“Transferred Infrastructure”) unless the Lessor has given its prior written consent to such assignment or transfer, by which consent may be withheld at the Lessor's absolute discretion except where: (i) the rights and obligations of the Sublessee that are proposed to be assigned or transferred under this Agreement are proposed to be contemporaneously assigned or transferred to the same person with such of the Sublessee’s rights and obligations under: (A) the Infrastructure Lease as relate to part of the Leased Infrastructure; and (B) any Other Extension Infrastructure Head-Lease as relate to the whole or part of the Other Extension Infrastructure under such Other Extension Infrastructure Head-Lease, such that those rights and obligations of the Sublessee which are proposed to be contemporaneously assigned to the same person, together, relate to Extension Infrastructure, Leased Infrastructure and/or Other Extension Infrastructure which, together, are reasonably capable of being managed and operated, in accordance with all applicable Laws and the requirements of all applicable Authorisations, as a discrete part of a railway; (ii) the Sublessee covenants in favour of the Lessor not to assign or transfer its remaining rights and obligations under this Agreement except pursuant to this clause and as if those remaining rights and obligations constituted part only of its rights and obligations under this Agreement; (iii) the Lessor (acting reasonably) is satisfied that the assignment or transfer of such rights and obligations under this Agreement: (A) when there is taken into account the assignment or transfer of any of the Sublessee's rights and obligations under the Infrastructure Lease and any Other Extension Infrastructure Head-Lease which is to be effected contemporaneously with such assignment or transfer, will not result in more than one person holding a Major Authorisation in respect of the discrete part of the railway network that includes the Transferred Infrastructure; (B) will not lead to a situation in which the safe operation of law the railway network that includes the Transferred Infrastructure would, or through would likely, be adversely affected; and (C) will not lead to a merger situation in which there is a practical or other corporate transactionlegal impediment to the return to the Lessor, or the disposal by the Lessor, of a fully functioning railway network that includes the Transferred Infrastructure where the Lessor becomes entitled to the return of, or is required to dispose of, the Leased Infrastructure in accordance with the terms of the Infrastructure Lease; (iv) the assignment or transfer is conditional on the person to any other solvent corporation, partnership, limited liability company whom the assignment or other legal entity that transfer is proposed to be made: (A) having conferred on it or assuming (whether or not by way of assignment or transfer) such rights and obligations (including accrued rights and obligations) as the Sublessee has in relation to: (1) acquires the Transferred Infrastructure under the Integrated Network Deed; and (2) the land on which the Transferred Infrastructure is located (including rights of access to such land); (B) taking a transfer of all Railway Assets that are reasonably required to enable the Transferred Infrastructure to be operated as part of a fully functioning railway network; (C) taking a transfer of all Additional Land that is reasonably required to enable: (1) the Transferred Infrastructure to be kept in the place where it is located and to be operated as part of a fully functioning railway network; or (2) access to and the management, operation, repair, maintenance, alteration, modification, change and replacement of the Transferred Infrastructure; and (D) taking an assignment or substantially transfer of all of the assets of Tenant’s Parent, rights and obligations referred to in clauses 15.2(e)(i)(A) and 15.2(e)(i)(B); (2v) the Lessor (acting reasonably) is satisfied that the surviving entity person to whom the assignment or transfer is proposed to be made has sufficient financial and technical resources available to it to enable it to perform all of a merger with Tenant’s Parentthe obligations that are assigned or transferred to it, or assumed by it, as referred to in this clause 15.2; (3vi) results from the Lessor (acting reasonably) is satisfied that the person to whom the assignment or transfer is proposed to be made has, or will obtain immediately following such assignment or transfer, all Authorisations necessary for the use of the Transferred Infrastructure for the Permitted Use, or otherwise has, or will have immediately following such assignment or transfer, the benefit of such Authorisations where they are held by another person; (vii) the assignment or transfer complies with all applicable Laws; and (viii) the person to whom the assignment or transfer is proposed to be made executes a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entitydeed, in each case a form that is satisfactory to the Lessor and the Lessee (both acting reasonably), under which that person undertakes to the Parties to be bound by the terms of subclauses this Agreement as if it were the Sublessee and undertakes to comply with such other conditions as the Lessor may require (1acting reasonably) for the purpose of giving effect to this clause. (f) If the Lessor consents to an assignment or transfer of the Sublessee’s rights and obligations as relate to Transferred Infrastructure under clause 15.2(e): (i) the Sublessee may assign or transfer such rights and obligations to the proposed assignee; and (ii) the proposed assignee must execute a deed under which the assignee undertakes to the Parties to be bound by the obligations of the Sublessee as relate to the Transferred Infrastructure (including in respect of any accrued obligations) as if it were the Sublessee. (g) Unless the Sublessee assigns and transfers all of its rights and obligations under this Agreement and all of its rights and obligations under the Infrastructure Lease at the same time and to the same person, the Sublessee must not assign or transfer any of its rights or obligations under the Infrastructure Lease unless, where required to do so by the Lessor: (i) the assignee has executed a deed in favour of the Lessor (on terms reasonably acceptable to the Lessor) under which the assignee agrees to be bound by the operation of clause 11.6(a)(ii) and to assume the obligations relating to the Extension Infrastructure, Railway Assets and Additional Land as will thereby be imposed on it under the Infrastructure Lease; and (ii) the Sublessee has executed a deed in favour of the Lessor and the assignee (on terms reasonably acceptable to the Lessor) under which the Sublessee agrees, on the termination of this Agreement: (A) to perform, in favour of the assignee or (if this Agreement terminates on the same date as the Infrastructure Lease terminates or expires) the Lessor or its nominee, such obligations as would otherwise be imposed on the Sublessee in connection with the Extension Infrastructure, Railway Assets and Additional Land under clause 14.1(b), (2c), (d), (f) and (3g) of the Infrastructure Lease if the Sublessee was the lessee under the Infrastructure Lease, the favouree was the lessor under the Infrastructure Lease, the date of the assignment or transfer was the "Lease End Date" (as defined in the Infrastructure Lease), provided and the surviving entity has a net worth Extension Infrastructure, Railway Assets and Additional Land were respectively "Infrastructure", "Railway Assets" and "Additional Land" (as defined in the Infrastructure Lease); and (B) to perform, in favour of not less than the net worth of Tenant’s Parent as of immediately prior such merger assignee or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not this Agreement terminates on the named Tenant hereinsame date as the Infrastructure Lease terminates or expires) the Lessor or its nominee, such obligations as would otherwise be imposed on the Sublessee in connection with the Railway Assets and Additional Land under clause 15(b) and (c) of the Infrastructure Lease if the Sublessee was the lessee under the Infrastructure Lease, the “Unrelated Successor Tenant”favouree was the lessor under the Infrastructure Lease, the date of the assignment or transfer was the date that the lessee under the Infrastructure Lease is required to return and surrender the Leased Infrastructure under clause 14.1(a) assumes of the Infrastructure Lease, and the Railway Assets and Additional Land were respectively "Railway Assets" and "Additional Land" (as defined in the Infrastructure Lease). (h) Except with the prior written consent of each other Party, the Lessee: (i) may only assign and transfer all (and not part only) of such Tenant’s its rights and obligations under this Agreement to a person to whom it assigns or transfers at the same time all (but not part only) of its rights and obligations under the Master Lease Integrated Network Deed, any Sublease and any Land Licence; and (except ii) must assign and transfer all of its rights and obligations under this Agreement to a person to whom it assigns or transfers any of its rights or obligations under the Integrated Network Deed, any Sublease or any Land Licence. Any such assignee must execute a deed under which the assignee undertakes to the Parties to be bound by the terms of this Agreement (including in respect of any accrued obligations) as if it were the Lessee. (i) An assignment or transfer under clauses 15.2(d) or 15.2(h) may only be made to a person who: (i) has, or will obtain immediately following such assignment or transfer, all Authorisations necessary for the use of the Extension Infrastructure for the Permitted Use, or otherwise has, or will have immediately following such assignment or transfer, the benefit of such Authorisations where they are held by another person; and (ii) has sufficient financial and technical resources available to it to enable it to perform the obligations that any such Unrelated Successor Tenant shall not be required are assigned or transferred to operate a “Sears” it, and if the assignment or “Kmart” Store, but shall otherwise comply transfer complies with all of the provisions applicable Laws. (j) If the Lessee is the trustee of Sections 7.2 the Trust and 7.3)is replaced by a new trustee of the Trust, the Lessee must, with effect upon the appointment of the new trustee of the Trust, assign and transfer all (and not part only) of its rights and obligations under this Agreement, the Integrated Network Deed, any Sublease and any Land Licence to the new trustee of the Trust. In Any such new trustee must execute a deed under which it undertakes to the case Parties to be bound by the terms of this Agreement (including in respect of any such assignment, (xaccrued obligations) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (as if it is not were the successor to Tenant under the Master LeaseLessee. (k) On a valid assignment or transfer in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply accordance with the requirements of this Master Leaseclause 15.2, including without limitation all rights of Landlord and the Party making such assignment or transfer is released from all obligations of Tenant with respect under this Agreement to the Recapture Space, Additional Recapture Space and extent those obligations are assigned or transferred in accordance with the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageerelevant clause.

Permitted Assignments. Notwithstanding In addition to the foregoingassignments permitted in Section 13.1 hereof, Tenant any Lender may, without Landlord’s in the ordinary course of its business, with the prior written consent: (a) consent of the Agent, which consent shall not be unreasonably withheld, and in accordance with applicable law, at any time, assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all portion of its rights and obligations under the Master Lease Loan Documents pursuant to an assignment agreement substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that (either directly a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or indirectlythe remaining amount of the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bonafide offer to purchase all or a portion of its Commitment must first offer to assign such Commitment, or portion thereof, for the same sum as set forth in said offer, by operation written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender may by written notice to the assigning Lender as well as the Agent exercise its right of law first refusal to purchase such Commitment, or through portion thereof. In the event more than one (1) Lender exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five (5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a merger portion of its Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or other corporate transaction) information on the Borrower and the Guarantor, and any Subsidiaries, Qualified Borrowers or Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, NMS, any regulatory body having jurisdiction over the Agent or the Lenders, and to any other solvent corporationPersons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, partnershipit must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, limited liability company other than participations where such Lender retains full voting control). Notwithstanding the foregoing provision, any assignment by a Lender to another Lender, or other legal entity that (1) acquires all an Affiliate thereof, or substantially all an Affiliate of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant assigning Lender shall not be required subject to operate either the $10,000,000 minimum assignment amount or the fee in Section 13.3.2(b) hereof. If the Aggregate Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a “Sears” "Purchaser." Such assignment shall be substantially in the form of Exhibit D hereto or “Kmart” Storein such other form as may be agreed to by the parties thereto (the "Assignment"). So long as no Default or Unmatured Default exists hereunder, but in no event shall otherwise comply with all NationsBank's Commitment amount be reduced below the largest Commitment amount for any of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeother Lenders.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent which is not an Ineligible Institution all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment and all Loans owing to it) in accordance with the Master Lease (provisions of this Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the rights and obligations of any assigning Lender under this Agreement. Such assignment shall be substantially in the form of Exhibit C hereto and shall not be permitted hereunder unless such assignment is either directly for all of such Lender’s rights and obligations under the Loan Documents or, except for assignments to another Lender, an Affiliate thereof or indirectlyan Approved Fund, by operation involves loans and commitments in an aggregate amount of law or through a merger or other corporate transaction) at least $5,000,000. Notice to the Global Administrative Agent shall be required prior to any other solvent corporationassignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld, partnershipconditioned or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender and the consent of Harley (which consent will not be unreasonably withheld, limited liability company conditioned or other legal entity delayed; provided that Harley shall be deemed to have consented to any such assignment (excluding, for the avoidance of doubt, any assignment or purported assignment to an Ineligible Institution) unless it shall object thereto by written notice to the Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent) shall be required prior to an assignment becoming effective unless (A) a Default under Section 7.1(a) or Section 7.1(e) shall have occurred and be continuing at such time or (B) the Purchaser is a Lender, an Affiliate thereof or an Approved Fund; provided that, notwithstanding the preceding clause (B), (1) acquires all the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or substantially all of the assets of Tenant’s Parentpromptly after, such assignment and (2) is the surviving entity consent of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately Harley shall be required prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated assignment resulting in such merger or corporate transaction; providedthe applicable Purchaser, that collectively with its Affiliates and affiliated Approved Funds, holding Commitments in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all an aggregate amount greater than 15% of the provisions of Sections 7.2 and 7.3). In the case of any Aggregate Commitment at such assignment, time (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) aboveor, if the identity Commitments shall have been terminated, such Purchaser, collectively with its Affiliates and creditworthiness affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of the successor tenant all outstanding Loans at such time). It is understood and successor Lease Guarantor agreed that it shall be subject reasonable for Harley to the reasonable approval of Landlord and Landlord Mortgageeconsider a proposed Purchaser’s right to require reimbursement for incremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Revolving Loan Commitment, Acquisition Facility Commitment, the Master Lease (either directly or indirectlyLoans owing to it, by operation all of law or through its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with the provisions of this Section 13.3. Each assignment shall be of a merger or other corporate transaction) to any other solvent corporationconstant, partnershipand not a varying, limited liability company or other legal entity ratable percentage of all of the assigning Lender's rights and obligations under this Agreement; provided that (1) acquires all or substantially all Lenders with Tranche B Pro Rata Shares greater than zero may assign a portion of their interest in the assets of Tenant’s Parent, Tranche B Term Loans without assigning any other interest; (2) is Michigan National Bank and ABN AMRO Bank N.V. may assign varying percentages of their rights and obligations with respect to the surviving entity of a merger with Tenant’s ParentRevolving Loans, or Revolving Loan Commitment, Swing Line Loans, Swing Line Commitment, Acquisition Facility Loans, Acquisition Loan Commitment and Tranche A Term Loans as between themselves (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2the "Permitted Michigan National Transfers") and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use Syndication Agent may assign varying percentages of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all its rights of Landlord and all obligations of Tenant with respect to the Recapture SpaceRevolving Loans, Additional Recapture Space Revolving Loan Commitment, Acquisition Facility Loans, Acquisition Loan Commitment and Tranche A Loans during the 100% Recapture Property Syndication Period with the consent of the Administrative Agent; provided, however that each such assignment shall be of all of the assigning Lender's rights and (z) obligations with respect to subdivision (b) abovethe Acquisition Loan Commitment, if Acquisition Facility Loans, Revolving Loan Commitment, Revolving Credit Obligations Tranche A Term Loan Commitment and Tranche A Term Loan. Other than in connection with Permitted Michigan National Transfers, such assignment shall be substantially in the identity and creditworthiness form of Exhibit E hereto and, without the prior written consent of the successor tenant Syndication Agent, shall not be 113 permitted hereunder unless such assignment is for all of such Lender's rights and successor Lease Guarantor obligations under the Loan Documents, involves loans and commitments in an aggregate amount of at least $5,000,000 or involves an assignment to another Lender. Other than in connection with assignments of all of the assigning Lender's rights and obligations under the Loan Documents, the consent of the Administrative Agent shall be subject required prior to an assignment becoming effective where the assigning Lender's aggregate amount of loans and commitments retained after such assignment is less than $4,000,000. The consent of the Syndication Agent and, prior to the reasonable approval occurrence of Landlord and Landlord Mortgageea Default or Unmatured Default, the Borrower (which consent, in each such case, shall not be unreasonably withheld or delayed), shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof.

Permitted Assignments. Notwithstanding Any Lender, in the foregoingordinary course of its business and in accordance with applicable law, Tenant mayat any time, without Landlord’s prior written consent: (a) may assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; portion (greater than or (bequal to $10,000,000 per assignee) assign or transfer all of its rights and obligations under the Master Lease Credit Documents, provided that unless such Lender sells its entire interest, it must maintain a minimum Commitment of $10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest other than participations where the Lender, Documentation Agent or Administrative Agent retains full voting control). Notwithstanding the foregoing provision, any assignment by a Lender to another Lender in the Facility or an Affiliate thereof or an Affiliate of the assigning Lender shall not be subject to either directly the $10,000,000 minimum assignment amount or indirectly, the requirement set forth below regarding Reimbursement Obligor's consent or the fee in SECTION 14.3.2(ii). If the Aggregate Commitment is reduced the references to $10,000,000 contained in this SECTION 14.3.1 shall be reduced proportionately. Any Person to whom such rights and obligations are assigned is a "PURCHASER". Such assignment shall be substantially in the form of EXHIBIT D hereto or in such other form as may be agreed to by operation the parties thereto (the "ASSIGNMENT"). The consent of law or through a merger or other corporate transaction) the Issuing Bank to any other solvent corporationsuch assignment shall be required. So long as no Default has occurred and is continuing, partnership, limited liability company or other legal Reimbursement Obligor's consent shall also be required for any assignment provided that if such assignment is to an entity that (1) acquires is a "Qualified Lender", such consent shall not be unreasonably denied or delayed. "QUALIFIED LENDER" shall mean an institution with assets over $5,000,000,000.00 that is generally in the business of making loans comparable to the Loans made under this Facility and that maintains an office in the United States. Any Lender which is an Arranger, Documentation Agent, or Administrative Agent may make an assignment only if it first resigns its status as Arranger, Documentation Agent, or Administrative Agent as the case may be or if it obtains the consent of Reimbursement Obligor and any Lender which after such assignment would have a Percentage greater than the new Percentage of the Lender making the assignment. Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or substantially all any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor of any Federal Reserve Bank in accordance with Regulation A of the assets Board of Tenant’s Parent, (2) is Governors of the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3Federal Reserve System), provided that no such security interest or the surviving entity has a net worth of not less than exercise by the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case secured party of any of its rights thereunder shall release Lender from its funding obligations hereunder and such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) Lender shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation retain all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageevoting rights.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, provided any such assignment must be of a Pro Rata Share of both the Revolving Loan Commitment and the Facility LC Commitment of such assignor. Such assignment shall be substantially in the form of Exhibit 12.3.1 or in such other form as may be agreed to by the parties thereto. The consent of the Borrower (either directly or indirectly, by operation of law or through a merger or other corporate transaction) provided that the Borrower shall be deemed to have consented to any other solvent corporationsuch assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received written notice thereof), partnershipthe Agent, limited liability company the Swing Line Lender and each Issuer shall be required prior to an assignment becoming effective; provided if a Default has occurred and is continuing, or other legal entity that (1) acquires all if the assignment is to a Lender or substantially all an Affiliate thereof, the consent of the assets Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed; provided, however, that in the event that the prospective assignee is unable or unwilling to deliver to the Borrower Forms W-8BEN or W-8ECI (or successor forms, as applicable) demonstrating such assignee’s exemption from United States Taxes with respect to all interest payments to be made to such assignee hereunder, then such inability or unwillingness shall constitute a reasonable basis for refusing to consent to such transfer. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of Tenant’s Parent, (2the Borrower and the Agent otherwise consents) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, be in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of an amount not less than the net worth lesser of Tenant(i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s Parent Commitment (calculated as at the date of immediately prior such merger assignment) or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party outstanding Credit Extensions (if not the named Tenant hereinapplicable Commitment has been terminated), unless otherwise agreed by the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space Borrower and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeAgent.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may at any time assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitment and the Loans (including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that: (a) except in the case of an assignment of the assets entire remaining amount of Tenantthe assigning Lender’s Parent, (2) is Commitment and the surviving entity Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a merger Lender or an Approved Fund with Tenant’s Parent, or respect to a Lender (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, determined after giving effect to such assignment), the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (b) shall not apply to a Swing Lender’s rights and obligations in respect of Swing Loans without the consent of Visa Inc. which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing; (c) (i) any financing assignment of a Tranche A Commitment must be approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or contemplated delayed) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), (ii) any assignment of a Tranche B Commitment must be approved by the Administrative Agent, each Swing Lender and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and (iii) any assignment by a Swing Lender of any Commitment to make Swing Loans must be approved by Visa Inc. unless an Event of Default has occurred and is continuing (provided that such approval shall not be unreasonably withheld or delayed); (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee (payable by the assignor Lender or the assignee Lender) in the amount of U.S.$3,500, unless waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (e) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such merger assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or corporate transactionother compensating actions, including funding, with the consent of Visa Inc. and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and unfunded participations in Swing Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3.2, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that in each case except to the successor tenant extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or successor Tenant Party (if not the named Tenant hereinrelease of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the “Unrelated Successor Tenant”applicable Borrower (at its expense) assumes all shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of such Tenant’s rights or obligations under the Master Lease (except this Agreement that any such Unrelated Successor Tenant shall does not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all this Section 13.3.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.2. The Administrative Agent is hereby authorized and directed to amend Schedule 1 from time to time to reflect any assignment or transfer pursuant to this Section 13.3.1 or Section 2.28, and the provisions of Sections 7.2 and 7.3). In the case addition of any Lender pursuant to Section 2.27 and to deliver such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect amended Schedule 1 to the Recapture Space, Additional Recapture Space Borrowers and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeeach Lender.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) Any Lender may at any time assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitment and the Loans (including for purposes of this Section 13.3.1, participations in Swing Loans) at the time owing to it); provided that: (a) except in the case of an assignment of the assets entire remaining amount of Tenantthe assigning Xxxxxx’s Parent, (2) is Commitment and the surviving entity Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a merger Lender or an Approved Fund with Tenant’s Parent, or respect to a Lender (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, determined after giving effect to such assignment), the aggregate amount of the Commitment assigned (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (b) shall not apply to a Swing Lender’s rights and obligations in respect of Swing Loans without the consent of Visa Inc. which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing; (c) (i) any financing assignment of a Tranche A Commitment must be approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or contemplated delayed) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), (ii) any assignment of a Tranche B Commitment must be approved by the Administrative Agent, each Swing Lender and, unless an Event of Default has occurred and is continuing, Visa Inc. (provided that such approvals shall not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and (iii) any assignment by a Swing Lender of any Commitment to make Swing Loans must be approved by Visa Inc. unless an Event of Default has occurred and is continuing (provided that such approval shall not be unreasonably withheld or delayed); (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee (payable by the assignor Lender or the assignee Lender) in the amount of U.S.$3,500, unless waived by the Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (e) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such merger assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or corporate transactionother compensating actions, including funding, with the consent of Visa Inc. and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and unfunded participations in Swing Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3.2, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5 and 9.5 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that in each case except to the successor tenant extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or successor Tenant Party (if not the named Tenant hereinrelease of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. Upon request, the “Unrelated Successor Tenant”applicable Borrower (at its expense) assumes all shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of such Tenant’s rights or obligations under the Master Lease (except this Agreement that any such Unrelated Successor Tenant shall does not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all this Section 13.3.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.2. The Administrative Agent is hereby authorized and directed to amend Schedule 1 from time to time to reflect any assignment or transfer pursuant to this Section 13.3.1 or Section 2.28, and the provisions of Sections 7.2 and 7.3). In the case addition of any Lender pursuant to Section 2.26 and to deliver such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect amended Schedule 1 to the Recapture Space, Additional Recapture Space Borrowers and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeeach Lender.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (ai) Any Lender may assign this Master Lease to Tenant’s Parent one or any Subsidiary thereof; more Eligible Assignees all or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Master Lease Loans at the time owing to it) with the prior written consent (either directly or indirectly, by operation such consent not to be unreasonably withheld) of: (A) the Company; provided that no consent of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that the Company shall be required (1) acquires all for an assignment to a Lender, an Affiliate of a Lender or substantially all of the assets of Tenant’s Parent, an Approved Fund or (2) if a Default or Unmatured Default has occurred and is continuing, for any other assignment; provided further that the surviving entity Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a merger Lender or an Approved Fund; (C) each Issuing Bank, in the case of any assignment of all or a portion of a Multicurrency Tranche Revolving Loan Commitment or any Lender’s obligations in respect of its LC Obligations; and (D) the Swing Line Bank, in the case of any assignment of all or a portion of a US Tranche Revolving Loan Commitment or any Lender’s obligations in respect of any Swing Line Loans. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment Agreement with Tenantrespect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided that no such consent of the Company shall be required if a Default or Unmatured Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Parentrights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement substantially in the form of Exhibit C hereto, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent together with a solvent corporationprocessing and recordation fee of $3,500, partnership provided that only one such processing and recordation fee shall be payable in the event of simultaneous assignments from any Lender or its Approved Funds to one or more other legal entityApproved Funds of such Lender; and (D) if, prior to the assignment, the assignee was not a Lender, it shall deliver to the Administrative Agent any tax forms and additional information required under Section 2.15(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment Agreement the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in each the case of subclauses (1an Assignment Agreement covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(e), 4.01, 4.02, 4.04 and 11.06). (2iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks, the Alternate Currency Lenders and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and, as to entries pertaining to it, any Issuing Bank, Alternate Currency Lender or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of an Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed tax forms required under Section 2.15(e) and Administrative Questionnaire (3unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in this Section 14.03(a), the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Administrative Agent shall not be required to operate a “Sears” accept such Assignment Agreement or “Kmart” Storeso record the information contained therein if the Administrative Agent reasonably believes that such Assignment Agreement lacks any written consent required by this Section 14.03(a) or is otherwise not in proper form, but it being acknowledged that the Administrative Agent shall otherwise comply have no duty or obligation (and shall incur no liability) with all of respect to obtaining (or confirming the provisions of Sections 7.2 and 7.3). In the case receipt) of any such assignment, (x) each Lease Guarantor (written consent or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Spaceform of (or any defect in) such Assignment Agreement, Additional Recapture Space any such duty and obligation being solely with the assigning Lender and the 100% Recapture Property assignee. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and following such recording, unless otherwise determined by the Administrative Agent (zsuch determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment Agreement relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment Agreement, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 14.03(a) with respect to subdivision thereto (b) above, if other than the identity and creditworthiness consent of the successor tenant Administrative Agent) have been obtained and successor Lease Guarantor that such Assignment Agreement is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment Agreement, shall be subject deemed to have represented to the reasonable approval of Landlord assigning Lender and Landlord Mortgageethe Administrative Agent that such assignee is an Eligible Assignee.

Permitted Assignments. Notwithstanding Subject to satisfaction of the foregoingapplicable requirements and conditions set forth in this Section 12.3, Tenant any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, subject to the following: (either directly i) such assignment shall be substantially in the form of Exhibit F or indirectlyin such other form as may be agreed to by the Administrative Agent; (ii) Unless the Administrative Agent otherwise consents, by operation of law each assignment with respect to an Eligible Assignee which is not a Lender or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, an Affiliate thereof shall be in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of an amount not less than the net worth lesser of Tenant’s Parent (A) $1,000,000 or (B) the assigning Lender's Outstanding Credit Exposure; (iii) Unless the Administrative Agent otherwise consents, a Lender shall not be permitted to assign less than the entire remaining amount of the assigning Lender's Outstanding Credit Exposure if upon completion of such assignment the remaining amount (calculated as at the date of immediately prior such merger assignment) of the assigning Lender's Outstanding Credit Exposure shall be less than $1,000,000; and (iv) No Lender shall assign all or other corporate transactionany part of its rights and obligations under the Loan Documents without the Administrative Agent's consent, after giving effect which shall not be unreasonably withheld, or to any financing provided Person other than an Eligible Assignee. This Section 12.3 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, financings in the nature of repurchase agreements and any pledge or contemplated in such merger assignment by any Lender of all or corporate transactionany portion of its rights under this Agreement and any Note to a Federal Reserve Bank; provided, however, that in each case no such financing, pledge or assignment creating a security interest shall release the successor tenant or successor Tenant Party (if not transferor Lender from its obligations hereunder unless and until the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply parties thereto have complied with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSection 12.3.

Permitted Assignments. Notwithstanding the foregoing, Tenant Any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a“Purchasers”) assign this Master Lease to Tenant’s Parent which is not an Ineligible Institution all or any Subsidiary thereof; or (b) assign or transfer all a portion of its rights and obligations under this Agreement (including, without limitation, its Commitment and all Loans owing to it) in accordance with the Master Lease (provisions of this Section 13.3. Each assignment shall be of a constant, and not a varying, ratable percentage of all of the rights and obligations of any assigning Lender under this Agreement. Such assignment shall be substantially in the form of Exhibit C hereto and shall not be permitted hereunder unless such assignment is either directly for all of such Lender’s rights and obligations under the Loan Documents or, except for assignments to another Lender, an Affiliate thereof or indirectlyan Approved Fund, by operation involves loans and commitments in an aggregate amount of law or through a merger or other corporate transaction) at least $5,000,000. Notice to the Global Administrative Agent shall be required prior to any other solvent corporationassignment becoming effective and the consent of the Global Administrative Agent (which consent will not be unreasonably withheld or delayed) shall be required prior to any assignment becoming effective with respect to a Purchaser which is not a Lender and the consent of Harley (which consent will not be unreasonably withheld or delayed; provided that Harley shall be deemed to have consented to any such assignment (excluding, partnershipfor the avoidance of doubt, limited liability company any assignment or other legal entity that purported assignment to an Ineligible Institution) unless it shall object thereto by written notice to the Global Administrative Agent within ten (10) Business Days after having received written notice thereof from the Global Administrative Agent) shall be required prior to an assignment becoming effective unless (A) a Default shall have occurred and be continuing at such time or (B) the Purchaser which is a Lender, an Affiliate thereof or an Approved Fund; provided that, notwithstanding the preceding clause (B), (1) acquires all the Purchaser with respect to any assignment that does not require Harley’s consent under the preceding clause (B) shall nevertheless provide written notice to Harley thereof prior to, or substantially all of the assets of Tenant’s Parentpromptly after, such assignment and (2) is the surviving entity consent of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately Harley shall be required prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated assignment resulting in such merger or corporate transaction; providedthe applicable Purchaser, that collectively with its Affiliates and affiliated Approved Funds, holding Commitments in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all an aggregate amount greater than 15% of the provisions of Sections 7.2 and 7.3). In the case of any Aggregate Commitment at such assignment, time (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) aboveor, if the identity Commitments shall have been terminated, such Purchaser, collectively with its Affiliates and creditworthiness affiliated Approved Funds, would hold Loans aggregating to more than 15% in principal amount of the successor tenant all outstanding Loans at such time). It is understood and successor Lease Guarantor agreed that it shall be subject reasonable for Harley to the reasonable approval of Landlord and Landlord Mortgageeconsider a proposed Purchaser’s right to require reimbursement for incremental increased costs pursuant to Article III when determining whether to consent to any applicable assignment.

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 40.1, Tenant may, without Landlord: (i) with Xxxxxxxx’s prior written consent: , which consent shall not be unreasonably withheld, allow to occur or undergo a Change in Control (a) assign including without limitation a transfer or assignment of this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all third party in conjunction with a sale by Tenant of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of Tenant’s assets relating to the assets of Facilities); (ii) without Xxxxxxxx’s prior written consent, assign this Master Lease or sublease the Leased Property to Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization wholly-owned Subsidiary of Tenant’s Parent with or a solvent corporation, partnership or other legal entity, in each case wholly-owned Subsidiary of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 following are first satisfied: (w) such Affiliate becomes a party to the Guaranty as a Guarantor and 7.3). In in the case of any such assignmentan assignment of this Master Lease, becomes party to and bound by this Master Lease; (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a remains fully executed copy thereof, liable hereunder; (y) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property ; and (z) Landlord in its reasonable discretion shall have approved the form and content of all documents for such assignment or sublease and received an executed counterpart thereof; and (iii) without Xxxxxxxx’s prior written consent: 72 ACTIVE/103726432.5 US-DOCS\116344257.8 (a) undergo a Change in Control of the type referred to in clause (i)(a) of the definition of Change in Control (such Change in Control, a “Tenant Parent COC”) if a Person acquiring such beneficial ownership or control is (1) a Discretionary Transferee and (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord; (b) undergo a Change in Control whereby a Person acquires beneficial ownership and control of 100% of the Equity Interests in Tenant in connection with a Change in Control that does not constitute a Tenant Parent COC or a Foreclosure COC (such Change in Control, a “Tenant COC”) if (1) such Person is a Discretionary Transferee, (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms reasonably satisfactory to Landlord, and (3) the Adjusted Revenue to Rent Ratio with respect to subdivision all of the Facilities (determined at the proposed effective time of the Change in Control) for the then most recently preceding four (4) fiscal quarters for which financial statements are available is at least 1.4:1; (c) assign this Master Lease to any Person in an assignment that does not constitute a Foreclosure Assignment if (1) such Person is a Discretionary Transferee, (2) such Discretionary Transferee agrees in writing to assume the obligations of the Tenant under this Master Lease without amendment or modification other than as provided below, (3) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord, and (4) the Adjusted Revenue to Rent Ratio with respect to all of the Facilities (determined at the proposed effective time of the assignment) for the then most recently preceding four (4) fiscal quarters for which financial statements are available is at least 1.4:1; or (d) (i) assign this Master Lease by way of foreclosure of the Leasehold Estate, an assignment-in-lieu of foreclosure to any Person or an assignment (by sale or through a plan of reorganization) pursuant to any applicable bankruptcy or insolvency law to any Person, (any such assignment, a “Foreclosure Assignment”) or (ii) undergo a Change in Control whereby a Person acquires beneficial ownership and control of 100% of the Equity Interests in Tenant as a result of the purchase at a foreclosure on a permitted pledge of, or an assignment (by sale or through a plan 73 ACTIVE/103726432.5 US-DOCS\116344257.8 of reorganization) pursuant to any applicable bankruptcy or insolvency law to any Person of, the Equity Interests in Tenant or an assignment in lieu of such foreclosure (a “Foreclosure COC”) or (iii) effect the first subsequent sale or assignment of the Leasehold Estate or Change in Control after a Foreclosure Assignment or a Foreclosure COC whereby a Person so acquires the Leasehold Estate or beneficial ownership and control of 100% of the Equity Interests in Tenant or the Person who acquired the Leasehold Estate in connection with the Foreclosure Assignment, in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party, to the extent such Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee has been diligently attempting to expedite such first subsequent sale from the time it has initiated foreclosure proceedings taking into account the interest of such Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee in maximizing the proceeds of such disposition if (1) such Person is a Discretionary Transferee, (2) in the case of any Foreclosure Assignment, if such Discretionary Transferee is not a Permitted Leasehold Mortgagee Designee such Discretionary Transferee agrees in writing to assume the obligations of the Tenant under this Master Lease without amendment or modification other than as provided below (which written assumption, in the case of a Permitted Leasehold Mortgagee Foreclosing Party, may be made by a Subsidiary of a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Designee) and (3) if such Discretionary Transferee is not a Permitted Leasehold Mortgagee Foreclosing Party, the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord; provided that no such Change in Control or assignment referred to in this Section 22.2(iii) shall be permitted without Landlord’s prior written consent unless, and in which case such consent shall not be unreasonably withheld, (A) the use of the Leased Property at the time of such Change in Control or assignment and immediately after giving effect thereto is permitted by Section 7.2 hereof, and (B) Landlord in its reasonable discretion shall have approved the form and content of all documents for such assignment and assumption and received an executed counterpart thereof (provided no such approval shall be required in the case of a Tenant Parent COC or a Tenant COC, so long as (A) Tenant remains obligated under the Master Lease and the Guaranty remains in effect except with respect to any release of Tenant’s Parent permitted thereunder, (B) the requirements for a Guaranty from the Parent Company or Discretionary Transferee under clause (a) or (b) aboveabove are met, if and (C) any modifications to this Master Lease required pursuant to the identity next succeeding paragraph are made); and creditworthiness (iv) without Landlord’s prior written consent, pledge or mortgage its Leasehold Estate to a Permitted Leasehold Mortgagee and permit a pledge of the successor tenant and successor Lease Guarantor shall equity interests in Tenant to be subject pledged to the reasonable approval of Landlord and Landlord a Permitted Leasehold Mortgagee.. 74 ACTIVE/103726432.5 US-DOCS\116344257.8

Permitted Assignments. Notwithstanding In the foregoingevent that Tenant elects to sell, assign or otherwise transfer this Lease, or Tenant’s interest in the Project, in whole but not in part, to a third party at arm’s length (a “Permitted Third-Party Assignee”), then Landlord shall not unreasonably withhold its consent to such sale, assignment or transfer provided (i) the Project is Complete in accordance with the Existing Construction Documents; (ii) Tenant may, without Landlord’s gives Landlord prior written consent: notice of such sale or assignment; (aiii) assign there shall exist no uncured breach by Tenant of this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all as of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all date of such Tenant’s obligations under the Master Lease sale or assignment; (except that any such Unrelated Successor iv) Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of remain liable for any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant under this Lease for the period prior to the date of such assignment; (v) such assignment shall constitute an assignment of all of Tenant’s rights, and an assumption of all of Tenant’s obligations arising from and after the date of such assignment, under this Lease; (vi) such Permitted Third-Party Assignee expressly assumes in writing all of Tenant’s obligations under this Lease, in each case arising from and after the date of such assignment; (vii) such Permitted Third-Party Assignee covenants and agrees to continue to operate the Project for the Permitted Uses; (viii) such Permitted Third-Party Assignee has total assets exceeding $10,000,000.00; (ix) such Permitted Third-Party Assignee or its parent or affiliate has a demonstrated history of operating no less than three (3) other projects of comparable size as determined by the gross revenue generated from the Project; (x) such Permitted Third-Party Assignee is not, and/or is not controlled by, in Landlord’s reasonable determination, any person or entity known in the community as being of bad moral character or who has been convicted of a felony in any state or federal court; (xi) such Permitted Third-Party Assignee, or any affiliate thereof, is not, and/or is not controlled by any person or entity who have been previously involved in a material dispute (meaning a dispute or controversy involving an amount in excess of $50,000) with Landlord or any affiliate of Landlord concerning any matter; and (xii) such sale, assignment or transfer is approved by the holder of any Fee Mortgage, as applicable, and provided further that Tenant and Permitted Third-Party Assignee satisfy all commercially reasonable conditions and requirements imposed by the holder of any Fee Mortgage with respect to the Recapture Spacesuch sale, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgageeassignment or transfer.

Permitted Assignments. Notwithstanding Section 21.1 (General Restriction), Licensee will be permitted to assign or otherwise transfer this Master License or any Site License without the foregoing, Tenant may, without LandlordCity’s prior written consent: consent but with notice to the City, to: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal an entity that (1) acquires all or substantially all of Licensee’s assets in the assets of Tenantmarket in which the City is located (as the “market area” is or may be defined by the FCC); (b) Licensee’s Parent, parent; (2c) is the surviving an entity of that acquires a merger with Tenant’s Parent, controlling interest in Licensee by a change in stock ownership or partnership interest; or (3d) results from an entity controlled by or under common control with Licensee (each a consolidation“Permitted Assignment”). Notwithstanding anything in this Master License to the contrary, reorganization or recapitalization a Permitted Assignment will be subject to all the following conditions: (i) the assignee may use the License Area only for the Permitted Use and for no other purpose whatsoever; (ii) the assignee possesses all Regulatory Approvals necessary to lawfully install, operate, and maintain Equipment on the License Area; (iii) Licensee provides the City with notice 60 days before the effective date of Tenantsuch Permitted Assignment, stating the contact information for the proposed assignee and providing financial information establishing that the proposed assignee has substantially similar capital and fiscal qualifications as Licensee’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) as it existed on the Effective Date; and (3), provided iv) Licensee is in good standing under this Master License; (v) the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect assignee shall covenant to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes perform all of such TenantLicensee’s obligations under this Master License and Licensee will be and remain liable jointly and severally with the Master Lease assignee for all obligations to be performed by assignee; and (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (xvi) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in within 30 calendar days after Licensee receives a written instrument demand from the City, Licensee shall reimburse the City for all reasonable and documented costs incurred by the express benefit of Landlord City in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply connection with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageePermitted Assignment.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) A Lender may assign this Master Lease to Tenant’s Parent or an Eligible Assignee any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease Loan Documents, as long as (either directly or indirectlya) each assignment is of a constant, by operation of law or through and not a merger or other corporate transaction) to any other solvent corporationvarying, partnership, limited liability company or other legal entity that (1) acquires all or substantially all percentage of the assets of Tenanttransferor Lender’s Parentrights and obligations under the Loan Documents and, (2) is in the surviving entity case of a merger with Tenantpartial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s Parentrights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent and Loan Party Agent, each in its discretion); (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance; and (d) the transferee Lender shall have executed a joinder to the Reallocation Agreement in form and substance acceptable to Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the FRB and any Operating Circular issued by such Federal Reserve Bank, or (3ii) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect counterparties to swap agreements relating to any financing provided or contemplated in such merger or corporate transactionLoans; provided, that however, (i) such Lender shall remain the holder of its Loans and owner of its interest in each case any Letter of Credit for all purposes hereunder, (ii) the successor tenant or successor Tenant Party (if not the named Tenant hereinBorrowers, Agent, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 other Lenders and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, Issuing Banks shall continue to comply deal solely and directly with such Lender in connection with such Xxxxxx’s rights and obligations under this Agreement, (iii) any payment by the requirements Loan Parties to the assigning Lender in respect of any Obligations assigned as described in this Master Leasesentence shall satisfy the Loan Parties’ obligations hereunder to the extent of such payment, including without limitation all and no such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding the foregoing, nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to another Lender following an acceleration of Landlord Loans and all obligations termination of Tenant Commitments pursuant -197- to Section 11.2 in connection with implementation of the Reallocation Agreement following a Designation Date. Notwithstanding the foregoing, assignment of Loans or LC Obligations with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect European Borrower pursuant to subdivision (b) above, this Section 13.3.1 shall only be permitted if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Person to the reasonable approval of Landlord and Landlord Mortgageewhom Loans or LC Obligations are assigned is a Non-Public Lender.

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 40.1, Tenant may, without : (i) with Landlord’s prior written consent: , which consent shall not be unreasonably withheld, allow to occur or undergo a Change in Control (a) assign including without |US-DOCS\126208570.12|| limitation a transfer or assignment of this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all third party in conjunction with a sale by Tenant of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of Tenant’s assets relating to the assets of Facilities); (ii) without Xxxxxxxx’s prior written consent, assign this Master Lease or sublease the Leased Property to Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization wholly-owned Subsidiary of Tenant’s Parent with or a solvent corporation, partnership or other legal entity, in each case wholly-owned Subsidiary of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 following are first satisfied: (w) such Affiliate becomes a party to the Guaranty as a Guarantor and 7.3). In in the case of any such assignmentan assignment of this Master Lease, becomes party to and bound by this Master Lease; (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a remains fully executed copy thereof, liable hereunder; (y) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property ; and (z) Landlord in its reasonable discretion shall have approved the form and content of all documents for such assignment or sublease and received an executed counterpart thereof; and (iii) without Landlord’s prior written consent: (a) undergo a Change in Control of the type referred to in clause (i)(a) of the definition of Change in Control (such Change in Control, a “Tenant Parent COC”) if a Person acquiring such beneficial ownership or control is (1) a Discretionary Transferee and (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord; (b) undergo a Change in Control whereby a Person acquires beneficial ownership and control of 100% of the Equity Interests in Tenant in connection with a Change in Control that does not constitute a Tenant Parent COC or a Foreclosure COC (such Change in Control, a “Tenant COC”) if (1) such Person is a Discretionary Transferee, (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms reasonably satisfactory to Landlord, and (3) the Adjusted Revenue to Rent Ratio with respect to subdivision all of the Facilities (determined at the proposed effective time of the Change in Control) for the then most recently preceding four (4) fiscal quarters for which financial statements are available is at least 1.4:1; (c) assign this Master Lease to any Person in an assignment that does not constitute a Foreclosure Assignment if (1) such Person is a Discretionary Transferee, (2) such Discretionary Transferee agrees in writing to assume the obligations of the Tenant under this Master Lease without amendment or modification other than as provided below, (3) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord, and (4) the Adjusted Revenue to Rent Ratio with respect to all of the Facilities (determined at the proposed effective time of the assignment) for the then most recently preceding four (4) fiscal quarters for which financial statements are available is at least 1.4:1; or |US-DOCS\126208570.12|| (d) (i) assign this Master Lease by way of foreclosure of the Leasehold Estate, an assignment-in-lieu of foreclosure to any Person or an assignment (by sale or through a plan of reorganization) pursuant to any applicable bankruptcy or insolvency law to any Person, (any such assignment, a “Foreclosure Assignment”) or (ii) undergo a Change in Control whereby a Person acquires beneficial ownership and control of 100% of the Equity Interests in Tenant as a result of the purchase at a foreclosure on a permitted pledge of, or an assignment (by sale or through a plan of reorganization) pursuant to any applicable bankruptcy or insolvency law to any Person of, the Equity Interests in Tenant or an assignment in lieu of such foreclosure (a “Foreclosure COC”) or (iii) effect the first subsequent sale or assignment of the Leasehold Estate or Change in Control after a Foreclosure Assignment or a Foreclosure COC whereby a Person so acquires the Leasehold Estate or beneficial ownership and control of 100% of the Equity Interests in Tenant or the Person who acquired the Leasehold Estate in connection with the Foreclosure Assignment, in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party, to the extent such Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee has been diligently attempting to expedite such first subsequent sale from the time it has initiated foreclosure proceedings taking into account the interest of such Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee in maximizing the proceeds of such disposition if (1) such Person is a Discretionary Transferee, (2) in the case of any Foreclosure Assignment, if such Discretionary Transferee is not a Permitted Leasehold Mortgagee Designee such Discretionary Transferee agrees in writing to assume the obligations of the Tenant under this Master Lease without amendment or modification other than as provided below (which written assumption, in the case of a Permitted Leasehold Mortgagee Foreclosing Party, may be made by a Subsidiary of a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Designee) and (3) if such Discretionary Transferee is not a Permitted Leasehold Mortgagee Foreclosing Party, the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord; provided that no such Change in Control or assignment referred to in this Section 22.2(iii) shall be permitted without Landlord’s prior written consent unless, and in which case such consent shall not be unreasonably withheld, (A) the use of the Leased Property at the time of such Change in Control or assignment and immediately after giving effect thereto is permitted by Section 7.2 hereof, and (B) Landlord in its reasonable discretion shall have approved the form and content of all documents for such assignment and assumption and received an executed counterpart thereof (provided no such approval shall be required in the case of a Tenant Parent COC or a Tenant COC, so long as (A) Tenant remains obligated under the Master Lease and the Guaranty remains in effect except with respect to any release of Tenant’s Parent permitted thereunder, (B) the requirements for a Guaranty from the Parent Company or Discretionary Transferee under clause (a) or (b) aboveabove are met, and (C) any modifications to this Master Lease required pursuant to the next succeeding paragraph are made); and (iv) without Landlord’s prior written consent, pledge or mortgage its Leasehold Estate to a Permitted Leasehold Mortgagee and permit a pledge of the equity interests in Tenant to be pledged to a Permitted Leasehold Mortgagee. |US-DOCS\126208570.12|| Upon the effectiveness of any Change in Control or assignment permitted pursuant to this Section 22.2, such Discretionary Transferee (and, if applicable, its Parent Company) and Landlord shall make such amendments and other modifications to this Master Lease as are reasonably requested by either party to give effect to such Change in Control or assignment and such technical amendments as may be necessary or appropriate in the reasonable opinion of such requesting party in connection with such Change in Control or assignment including, without limitation, changes to the definition of Change in Control to substitute the Parent Company (or, if the identity Discretionary Transferee does not have a Parent Company, the Discretionary Transferee) for Tenant’s Parent therein and creditworthiness in the provisions of this Master Lease regarding delivery of financial statements and other reporting requirements with respect to Tenant’s Parent. After giving effect to any such Change in Control or assignment, unless the successor tenant context otherwise requires, references to Tenant and successor Lease Guarantor Xxxxxx’s Parent hereunder shall be subject deemed to refer to the reasonable approval of Landlord and Landlord MortgageeDiscretionary Transferee or its Parent Company, as applicable.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign The provisions of this Master Lease Agreement shall be binding upon and inure to Tenant’s Parent or the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Subsidiary thereof; or affiliate of the Issuing Lender that issues any Letter of Credit), except that (bi) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under the Master Lease this Agreement (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires including all or substantially all a portion of its Commitments and the assets of Tenant’s Parent, Loans at the time owing to it) with the prior written consent of: (2A) is the surviving entity of a merger with Tenant’s Parent, or Borrower (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3such consent not to be unreasonably withheld), provided that no consent of the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Borrower shall not be required for an assignment to operate a “Sears” Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7.2 or “Kmart” Store7.6 has occurred and is continuing, but shall otherwise comply with all any Person; (B) the Agent, provided that no consent of the provisions Agent shall be required for an assignment of Sections 7.2 and 7.3). In all or any portion of a Revolving Loan to a Lender, an affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank, in the case of any such assignment, assignment of any Lender’s Revolving Commitment. (xii) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor Assignments shall be subject to the reasonable approval following additional conditions: (A) except in the case of Landlord an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Landlord MortgageeAssumption with respect to such assignment is delivered to the Agent) shall not be less than $5,000,000 unless each of the Borrower and the Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any; (1) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Agent; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Permitted Assignments. Notwithstanding Subject to satisfaction of the foregoingapplicable requirements and conditions set forth in this Section 12.3, Tenant any Lender may, without Landlord’s prior written consent: in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities (a"Purchasers") assign this Master Lease to Tenant’s Parent all or any Subsidiary thereof; or (b) assign or transfer all part of its rights and obligations under the Master Lease Loan Documents, subject to the following: (either directly i) such assignment shall be substantially in the form of Exhibit F or indirectlyin such other form as may be agreed to by the Administrative Agent; (ii) the consent, not to be unreasonably withheld or delayed, of Co-Borrowers, Parent Guarantor, the Administrative Agent and, in the case of any proposed assignment by operation an RL Lender, the Swingline Lender, shall be required prior to an assignment becoming effective, and, unless each of law the Co-Borrowers, Parent Guarantor and the Administrative Agent otherwise consents, each assignment with respect to an Eligible Assignee which is not a Lender or through a merger an Affiliate thereof shall be in an amount not less than the lesser of (A) $1,000,000 or other corporate transaction(B) to any other solvent corporationthe sum (calculated as at the date of such assignment) of the assigning Lender's Available Commitment and Outstanding Credit Exposure; provided, partnershiphowever, limited liability company or other legal entity that (1) acquires all or substantially all the consent of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Co-Borrowers and Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant Guarantor shall not be required for an assignment from one Lender to operate another Lender or an Affiliate thereof; (2) the consent of Co-Borrowers and Parent Guarantor shall not be required in connection with any such assignments occurring in connection with the primary syndication of this facility and (3) if a “Sears” or “Kmart” StoreDefault has occurred and is continuing, but no consent of Co-Borrowers and Parent Guarantor to any assignment shall otherwise comply with all of be required; (iii) Unless the provisions of Sections 7.2 and 7.3). In Administrative Agent and, in the case of any proposed assignment by an RL Lender, the Swingline Lender, otherwise consents, a Lender shall not be permitted to assign less than the entire remaining amount of the assigning Lender's Available Commitment and Outstanding Credit Exposure if upon completion of such assignment the remaining amount (calculated as at the date of such assignment, ) of the assigning Lender's Available Commitment and Outstanding Credit Exposure shall be less than $1,000,000; and (xiv) each Lease Guarantor (No Lender shall assign all or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant any part of its rights and obligations under the Master Lease) Loan Documents without the Administrative Agent's consent, which shall not be unreasonably withheld, or to any Person other than an Eligible Assignee. This Section 12.3 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, financings in the nature of repurchase agreements and any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a written instrument for Federal Reserve Bank; provided, however, that no such financing, pledge or assignment creating a security interest shall release the express benefit of Landlord in form transferor Lender from its obligations hereunder unless and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) until the use of the Demised Premises, except as expressly set forth above, shall continue to comply parties thereto have complied with the requirements provisions of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord MortgageeSection 12.3.