Common use of Prohibition on Assignment and Subletting Clause in Contracts

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on shall not have the personal services and business expertise of Tenant. Tenant may not right to assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal transfer or transfer any interest in encumber this Lease, or in the Leased Property, in whole or in partany interest therein, without the prior written consent of Landlord. Any attempted assignment, which Landlord may withhold subletting, transfer or encumbrance by Tenant in its sole violation of the terms and absolute discretioncovenants of this paragraph shall be void. The following transactions will be deemed If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or a part of the Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant, the commencement date of such assignment or subletting, the nature and character of the business of the proposed assignee or subtenant and the proposed rates, terms and other pertinent conditions of such assignment or subletting. Upon receipt of a request for consent to an assignment or subletting, and unless such request pertains to an assignment or sublease requiring governed by Paragraph 168 below, Landlord shall have the option (to be exercised within thirty (30) days from the submission of Tenant's written request) to (i) cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned notice of subletting or assignment, unless Tenant withdraws the proposal to sublet or assign within ten (10) days after Landlord’s prior written consent: [i] 's notice of cancellation is given, (ii) permit such assignment or subletting, or (iii) reasonably withhold its consent to such assignment or subletting. If Landlord elects to cancel this Lease and Tenant does not withdraw the proposal to sublet or assign, then the term of this Lease (as to the applicable portion of the Premises), and the tenancy and occupancy of the applicable portion of the Premises by Tenant hereunder, shall cease, terminate, expire, and come to an end as if the cancellation date was the original termination date of this Lease with respect to the applicable portion of the Premises. In the event Landlord consents to a proposed assignment or subletting and the rent due and payable by operation any such assignee or sublessee under any such permitted assignment or sublease (or a combination of law; [ii] an imposition the rent payable under such assignment or sublease plus any bonus or any other consideration therefor or any payment, incident thereto) exceeds the Base Monthly Rent payable under Paragraph 3 of this Lease for the applicable space, net of Tenant's actual reasonable costs incurred in connection with such assignment or subletting (E.G. attorneys' fees, marketing costs (but not Tenant's internal costs)) and net of any finish out allowance granted by Tenant in connection with any assignment or sublease not in excess of market (E.G., Tenant may not recover any finish out allowance in excess of that which would granted to a similarly situated tenant for similar space in similar properties in the Dallas/Forth Worth area), Tenant shall pay to Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant, whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, subletting pertains to an assignment or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminatessubletting permitted under Paragraph 16B below.

Prohibition on Assignment and Subletting. The Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may shall not assign, sublet, mortgage, hypothecate, pledge, grant a any right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Premises or grant or permit any charge or encumbrance against the Premises or the Tenant; 's interest therein without the Landlord's prior consent in writing, which consent shall not be unreasonably withheld, provided that the Tenant has not defaulted in payment of any Rent under this Lease and [iv] a change is not in default under this Lease at the time of ownership of Tenant. Landlord’s the request for consent to any and that no such assignment, right subletting or grant for which such consent has been provided shall in any manner release the Tenant from any covenant to be observed or performed by it hereunder. The Tenant acknowledges that it shall be reasonable for the Landlord to consider, among other things, the responsibility, reputation, financial standing and business of first refusal the proposed assignee, sublessee or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for grantee. Any such payment and performance. An assignment, right of first refusal sublease or sublease without grant relating to this Lease if consented to by the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignmentprepared by the Landlord or its solicitors, right of first refusal or sublease will not waive the requirement and all legal costs of its consent to any subsequent assignment or subleasepreparation will be paid by the Tenant. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and the Tenant may grant has not defaulted under this Lease, the Tenant shall be entitled to assign or sublet all or a sublease, concession, or license within portion of the Facility or on Premises to any company that is non-arm's length to the Leased PropertyTenant, without the Landlord’s 's consent, upon written notice to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminatesLandlord.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the LeaseLease other than Permitted Liens; [iii] except as otherwise permitted by §§14.4 and 18.3, an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a material change of ownership of Tenant other than changes resulting from the trading of Tenant’s stock on a national stock exchange as permitted under §14.5. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease the Interim Agreements required to comply with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or licensure requirements until such time as the license within to operate the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to is issued in Tenant’s inpatients and employees includingname, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminatesas applicable.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on shall not have the personal services and business expertise of Tenant. Tenant may not right to assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal transfer or transfer any interest in encumber this Lease, or in the Leased Property, in whole or in partany interest therein, without the prior written consent of Landlord. Any attempted assignment, which Landlord may withhold subletting, transfer or encumbrance by Tenant in its sole violation of the terms and absolute discretioncovenants of this paragraph shall be void. The following transactions will be deemed If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or a part of the Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant, the commencement date of such assignment or subletting, the nature and character of the business of the proposed assignee or subtenant and the proposed rates, terms and other pertinent conditions of such assignment or subletting. Upon receipt of a request for consent to an assignment or subletting, and unless such request pertains to an assignment or sublease requiring governed by Paragraph 17B below, Landlord shall have the option (to be exercised within thirty (30) days from the submission of Tenant's written request) to (i) cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned notice of subletting or assignment, unless Tenant withdraws the proposal to sublet or assign within ten (10) days after Landlord’s prior written consent: [i] an 's notice of cancellation is given, (ii) permit such assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgagesubletting, or encumbrance upon Tenant’s interest in (iii) reasonably withhold its consent to such assignment or subletting. If Landlord elects to cancel this Lease and Tenant does not withdraw the Lease; [iii] an arrangement proposal to sublet or assign, then the term of this Lease (including, but not limited to, management agreements, concessions, licensesas to the applicable portion of the Premises), and easements) which allows the use or tenancy and occupancy of all or part the applicable portion of the Leased Property Premises by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s consent to any assignmentTenant hereunder, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Leaseshall cease, but rather Tenantterminate, any guarantorexpire, and Tenant’s come to an end as if the cancellation date was the original termination date of this Lease with respect to the applicable portion of the Premises. In the event Landlord consents to a proposed assignment or subletting and the rent due and payable by any such assignee or sublessee will be jointly and severally liable for under any such payment and performance. An assignment, right of first refusal permitted assignment or sublease without (or a combination of the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal rent payable under such assignment or sublease will not waive plus any bonus or any other consideration therefor or any payment, incident thereto) exceeds the requirement Base Monthly Rent payable under Paragraph 3 of its consent to any subsequent this Lease for the applicable space, net of Tenant's actual reasonable costs incurred in connection with such assignment or sublease. Notwithstanding the foregoingsubletting (E.G., attorneys' fees, marketing costs (but not Tenant's internal costs)) and net of any finish out allowance granted by Tenant may enter into a Sublease in connection with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, any assignment or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be sublease not in writing, a fully executed copy shall be provided to Landlord within 10 Business Days excess of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.market

Prohibition on Assignment and Subletting. The Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may shall not assign, sublet, mortgage, hypothecate, pledge, grant a any right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; Premises or grant or permit any charge or encumbrance against the Premises or the Tenants interest therein without the Landlord's prior consent in writing, which consent shall not be unreasonably withheld, provided that the Tenant has not defaulted in payment of any Rent under this Lease and [iv] a change is not in default under this Lease at the time of ownership of Tenant. Landlord’s the request for consent to any and that no such assignment, right subletting or grant for Which such consent has been provided shall in any manner release the Tenant from any covenant to be observed or performed by it hereunder. The Tenant acknowledges that it shall be reasonable for the Landlord to consider, among other things, the responsibility, reputation, financial standing and business of first refusal the proposed assignee, sublessee or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for grantee. Any such payment and performance. An assignment, right of first refusal sublease or sublease without grant relating to this Lease if consented to by the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignmentprepared by the Landlord or its solicitors, right of first refusal or sublease will not waive the requirement and all legal costs of its consent to any subsequent assignment or subleasepreparation will be paid by the Tenant. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and the Tenant may grant has not defaulted under this Lease, the Tenant shall be entitled to assign or sublet all or a sublease, concession, or license within portion of the Facility or on Premises to any company that is non-arm's length to the Leased PropertyTenant, without the Landlord’s 's consent, upon written notice to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminatesLandlord.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates18.2.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretionconsent shall not be unreasonably withheld. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates18.2.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased PropertyPremises, in whole or in part, without the prior written consent of Landlord, which Landlord may not unreasonably withhold, condition or delay. Tenant acknowledges that, without limiting the foregoing, Landlord may withhold in its sole and absolute discretionconsent to any such assignment, sublease, mortgage, hypothecation, pledge or transfer if the experience, reputation or creditworthiness of the proposed assignee, sublessee, mortgagee or transferee is not reasonably satisfactory to Landlord. The following transactions will be deemed an assignment or sublease requiring Landlord’s 's prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s 's interest in the Lease; and [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy or operation of all or part of the Leased Property Premises by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s 's consent to any assignment, right of first refusal assignment or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, Tenant and Tenant’s 's assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal assignment or sublease without the prior written consent of Landlord will be void at the Landlord’s 's option. Landlord’s 's consent to one assignment, right of first refusal assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased PropertyPremises, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in not unreasonably withhold, condition or delay. Notwithstanding the foregoing, Tenant may without Landlord's consent assign this Lease or sublet the Premises or any portion thereof to a Successor (as such term is defined below), to a wholly-owned, direct or indirect, subsidiary of Tenant ("Subsidiary"), or ARC provided that such Successor or Subsidiary fully assumes the obligations of Tenant and ARC is not released from its sole and absolute discretionguaranty of this Lease. The following transactions will be deemed an assignment or sublease requiring Landlord’s 's prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s 's interest in the Lease; and [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy or operation of all or part of the Leased Property Premises by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s 's consent to any assignment, right of first refusal assignment or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s 's assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal assignment or sublease without the prior written consent of Landlord will be void at the Landlord’s 's option. Landlord’s 's consent to one assignment, right of first refusal assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] except as otherwise permitted by §§14.4 and 18.3, an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a material change of ownership of Tenant other than changes resulting from the trading of Tenant’s stock on a national stock exchange. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or enter into any interim sublease and management agreement required to comply with licensure requirements until such time as the license within to operate the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to is issued in Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminatesname.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Except as provided in § 18.1.1, Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s 's prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s 's interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s 's consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s 's assignee or sublessee will be jointly and severally liable for such payment and performance. An Except as provided in §18.1.1, an assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s 's option. Landlord’s 's consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates§ 18.2.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on shall not have the personal services and business expertise of Tenant. Tenant may not right to assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal transfer or transfer any interest in encumber this Lease, or in the Leased Property, in whole or in partany interest therein, without the prior written consent of Landlord. Any attempted assignment, which Landlord may withhold subletting, transfer or encumbrance by Tenant in its sole violation of the terms and absolute discretioncovenants of this paragraph shall be void. The following transactions will be deemed If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or a part of the Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant, the commencement date of such assignment or subletting, the nature and character of the business of the proposed assignee or subtenant and the proposed rates, terms and other pertinent conditions of such assignment or subletting. Upon receipt of a request for consent to an assignment or subletting, and unless such request pertains to an assignment or sublease requiring governed by Paragraph 17B below, Landlord shall have the option (to be exercised within thirty (30) days from the submission of Tenant's written request) to (i) cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned notice of subletting or assignment, unless Tenant withdraws the proposal to sublet or assign within ten (10) days after Landlord’s prior written consent: [i] 's notice of cancellation is given, (ii) permit such assignment or subletting, or (iii) reasonably withhold its consent to such assignment or subletting. If Landlord elects to cancel this Lease and Tenant does not withdraw the proposal to sublet or assign, then the term of this Lease (as to the applicable portion of the Premises), and the tenancy and occupancy of the applicable portion of the Premises by Tenant hereunder, shall cease, terminate, expire, and come to an end as if the cancellation date was the original termination date of this Lease with respect to the applicable portion of the Premises. In the event Landlord consents to a proposed assignment or subletting and the rent due and payable by operation any such assignee or sublessee under any such permitted assignment or sublease (or a combination of law; [ii] an imposition the rent payable under such assignment or sublease plus any bonus or any other consideration therefor or any payment, incident thereto) exceeds the Base Monthly Rent payable under Paragraph 3 of this Lease for the applicable space, net of Tenant's actual reasonable costs incurred in connection with such assignment or subletting (E.G., attorneys' fees, marketing costs (but not Tenant's internal costs)) and net of any finish out allowance granted by Tenant in connection with any assignment or sublease not in excess of market (E.G., Tenant may not recover any finish out allowance in excess of that which would granted to a similarly situated tenant for similar space in similar properties in the Dallas/Fort Worth area), Tenant shall pay to Landlord all such excess rent and other excess consideration within ten (10) days following receipt thereof by Tenant, whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, subletting pertains to an assignment or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminatessubletting permitted under Paragraph 17B below.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant or the current owners of the Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s 's prior written consent: [(i] ) an assignment by operation of law; [(ii] ) an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s 's interest in the Lease; [(iii] ) an arrangement (including, including but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [(iv] ) a change of ownership of Tenant. Landlord’s 's consent to any assignment, right of first refusal assignment or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s 's assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal assignment or sublease without the prior written consent of Landlord will be void at the Landlord’s 's option. Landlord’s 's consent to one assignment, right of first refusal assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.

Prohibition on Assignment and Subletting. Tenant acknowledges ---------------------------------------- that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s 's prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s 's interest in the Lease; [iii] an arrangement (including, including but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of Tenant. Landlord’s 's consent to any assignment, right of first refusal assignment or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s 's assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal assignment or sublease without the prior written consent of Landlord will be void at the Landlord’s 's option. Landlord’s 's consent to one assignment, right of first refusal assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s 's prior written consent: [i] an assignment by operation of lawlaw (other than as a result of mergers, consolidation or other structured changes in Tenant that will not cause Tenant to be in violation of §15.7); [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s 's interest in the Lease; and [iii] an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a change of ownership of TenantTenant or any other permitted manager. Landlord’s 's consent to any assignment, right of first refusal assignment or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, and Tenant’s 's assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal assignment or sublease without the prior written consent of Landlord will be void at Landlord’s 's option. Landlord’s 's consent to one assignment, right of first refusal assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding Subject to the foregoingforegoing and §18.2, Tenant may enter into Landlord shall consent to a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the sublease of any Facility or on a management agreement, provided the Leased Property, without Landlord’s consent, to any entity providing services within sublessee or manager is an Affiliate and the Facility execution of the sublease or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each management agreement shall be does not result in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminateslapse in licensure.

Prohibition on Assignment and Subletting. Tenant acknowledges that --------------------------------------------- Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s 's prior written consent: [i] ) an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s 's interest in the Lease; [iii] except as otherwise permitted by 14.4 and 17.3, an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a material change of ownership of Tenant other than changes resulting from the trading of Ten ant's stock on a national stock exchange or from a change in the ownership interest held by Dxxxxx X. Xxxx or his Affiliates in Tenant. Landlord’s 's consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, Tenant and Tenant’s 's assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s 's option. Landlord’s 's consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding the foregoing, Tenant may enter into a Sublease with each Subtenant for each Facility provided that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within the Facility or on the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.

Prohibition on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease in reliance on the personal services and business expertise of Tenant. Except as set forth herein, Tenant may not assign, sublet, mortgage, hypothecate, pledge, grant a right of first refusal or transfer any interest in this Lease, or in the Leased Property, in whole or in part, without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. The following transactions will be deemed an assignment or sublease requiring Landlord’s prior written consent: [i] an assignment by operation of law; [ii] an imposition (whether or not consensual) of a lien, mortgage, or encumbrance upon Tenant’s interest in the Lease; [iii] except as otherwise permitted by §§14.4 and 17.3, an arrangement (including, but not limited to, management agreements, concessions, licenses, and easements) which allows the use or occupancy of all or part of the Leased Property by anyone other than Tenant; and [iv] a material change of ownership of Tenant other than changes resulting from the trading of Tenant’s stock on a national stock exchange or from a change in the ownership interest held by Xxxxxx X. Xxxx or his Affiliates in Tenant. Landlord’s consent to any assignment, right of first refusal or sublease will not release Tenant (or any guarantor) from its payment and performance obligations under this Lease, but rather Tenant, any guarantor, Tenant and Tenant’s assignee or sublessee will be jointly and severally liable for such payment and performance. An assignment, right of first refusal or sublease without the prior written consent of Landlord will be void at Landlord’s option. Landlord’s consent to one assignment, right of first refusal or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. Notwithstanding anything in this Lease to the foregoingcontrary, Tenant may enter into a Sublease with each Subtenant for each Facility provided Landlord acknowledges that each Sublease complies with §18.2 and Tenant may grant a sublease, concession, or license within AL Investors Grand Terrace LLC ("AL Investors") is currently the Facility or on licensed operator of the Leased Property, without Landlord’s consent, to any entity providing services within the Facility or on the Leased Property to Tenant’s inpatients and employees including, without limitation, pharmacy, radiology, cafeteria and gift shop services; provided each agreement shall be in writing, a fully executed copy shall be provided to Landlord within 10 Business Days of execution, and each agreement shall expressly provide that such agreement terminates if and when the Lease terminates.3360\019:05/27/04 --LEASE 7 TBARKE\COLUMBIA PACIFIC XXX\XXXXX XXXXXXX 00