Common use of Subletting and Assignment Clause in Contracts

Subletting and Assignment. Except as provided hereinbelow to the contrary, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent may be withheld or granted in Lessor's sole and absolute discretion; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all of the Leased Property or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder.

Subletting and Assignment. Except Other than as expressly provided hereinbelow to herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the contrarypermitted Subleases and assignments described in this Article XXII), Lessee may not assignTenant shall not, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's Landlord’s prior written consentconsent (which, which consent except as specifically set forth herein, may be withheld or granted in Lessor's Landlord’s sole and absolute discretion; provided), however(x) voluntarily, that Lessee may from time to time during the Term by operation of law or otherwise assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), in whole or in part, this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22or Tenant’s Leasehold Estate, (ay) Lessee and its permitted assigns shall be entitledlet or sublet (or sub-sublet, at as applicable) all or any time without first obtaining the consent part of Lessor, to sublease up to the greater of (i) 2,000 square feetany Facility, or (iiz) ten percent engage the services of any Person (10%other than a wholly owned Subsidiary of ERI) for the management of any Facility, nor shall Tenant cause, suffer or permit any of the total square footage foregoing to occur. Tenant acknowledges that Landlord is relying upon the expertise of the Facility, to any person or entity providing any services related or ancillary to Tenant in the operation of the Facility or in connection Facilities hereunder and that Landlord entered into this Lease with the provision expectation that Tenant would remain in and operate the Facilities during the entire Term. Any Change of home health services both within and outside the Facility; Control (bincluding any Change of Control of Guarantor) so long as Lessee is lessee under this Lease(or, Lessee shall be entitledsubject to Section 22.2 below, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all of the Leased Property or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than direct or indirect interests in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, Tenant that results in a "Change of Control"), and so long as the surviving entity at the conclusion of such including any Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000Guarantor) shall constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as Section 14 of the date hereof)Guaranty, Karrington no assignment or Lesseedirect or indirect transfer (nor any Change of Control) of any nature (whether or not permitted hereunder) shall result in the termination, release, reduction or limitation of any of Guarantor’s obligations or liabilities under the Guaranty, it being understood that, except as expressly provided in Section 14 of the case may beGuaranty, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title Guarantor’s obligations and interest liabilities in and to this Lease to said surviving entity, so long as, under any respect of the scenarios described Guaranty shall continue unabated and in this Paragraph 22, Lessor is notified of such assignment or conveyance full force and effect in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply accordance with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed Guaranty, notwithstanding any such transfer, and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee not terminate or assignee, as the case may be, be released or reduced in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderany respect.

Subletting and Assignment. Except as provided hereinbelow to the contraryTenant shall not, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's Landlord’s prior written consent, which consent which, except as specifically set forth herein, may be withheld or granted in Lessor's Landlord’s sole and absolute discretion; provided, howevervoluntarily or by operation of law assign (which term includes any sale, encumbering, pledge or other transfer or hypothecation) this Master Lease, master sublet all or any part of the Leased Property of any Facility or engage the services of any Person for the management or operation of any Facility. Tenant acknowledges that Lessee may from time to time Landlord is relying upon the expertise of Tenant in the operation of the Facilities and that Landlord entered into this Master Lease with the expectation that Tenant would remain in and operate such Facilities during the entire Term of this Lease enter into rental agreements with residents of the Facility, and execute for that reason Landlord retains sole and absolute discretion in approving or disapproving any documents necessary in connection therewith, without obtaining Lessor's prior consentassignment or master sublease. Notwithstanding the foregoing provisions of this Paragraph 22, Any (a) Lessee Change in Control (as such term is defined in the Sun Credit Agreement); or (b) transfer of Tenant’s stock, partnership or membership interests (or the stock, partnership or membership interests of any entity(ies) that controls Tenant, other than Sun) or any dissolution or merger or consolidation of Tenant (or its controlling entity(ies)) with any other entity, which results in any Person and such Person’s Affiliates (other than an Affiliate of Sun) collectively owning greater than twenty-five percent (25%) of the total outstanding shares of any class of Tenant’s stock, partnership or membership interests (or the stock of its permitted assigns shall be entitledcontrolling entity(ies), at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feetother than Sun), or the sale or other transfer of all or substantially all of the assets of Tenant (iior its controlling entity(ies)) other than to an Affiliate of Sun, shall constitute an assignment of Tenant’s interest in this Master Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply. Any sublease of more than ten percent (10%) of the total square footage of the Facility, any Facility to any person Person or entity providing any services related or ancillary to the operation its Affiliates (other than an Affiliate of the Facility Sun), in one transaction or in connection with the provision a series of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Leasetransactions, Lessee shall be entitled, at deemed to be a master sublease hereunder. For any time without first obtaining sublease transaction not requiring the consent of Lessor to sellLandlord hereunder, assign and convey to Karrington HealthTenant shall, Inc.within ten (10) days of entering into any such sublease, an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all notify Landlord of the Leased Property or (ii) all existence of such sublease and the identity of the issued subtenant and outstanding stock of Lessee; and (c) in the event that there occurs supply Landlord with a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more copy of the issued sublease, any related documentation and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) other materials or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed information reasonably requested by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderLandlord.

Subletting and Assignment. Except as provided hereinbelow to the contraryin Section 16.3 and Article 19, Lessee may not assignTenant shall not, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without LessorLandlord's prior written consent, consent (which consent may be given or withheld or granted in LessorLandlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant and the Manager, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of Wyndham or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement; provided, however, that Lessee may from time the foregoing shall not be construed to time during the Term of this Lease enter into rental agreements with residents prohibit collateral assignments or pledges of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consentcapital stock of Tenant to Lending Institutions otherwise permitted by this Agreement. Notwithstanding the foregoing provisions of 76 -67- If this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, Agreement is assigned or (ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all of if the Leased Property or any part thereof are sublet (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether or occupied by merger, sale, or transfer of substantially all of Karrington's assets (anybody other than in Tenant, the ordinary course of Karrington's businessManager and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lesseeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any deemed a waiver of the scenarios described provisions set forth in the first paragraph of this Paragraph 22Section 16.1, Lessor is notified the acceptance by Landlord of such assignment assignee, subtenant or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderthis Agreement.

Subletting and Assignment. Except as provided hereinbelow 44. A. If Tenant desires to the contrary, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the assign this Lease or sublet the leasehold or other interest demised premises in the Leased Property without Lessor's prior written consent, which consent may be withheld or granted in Lessor's sole and absolute discretion; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility whole or in connection with the provision of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Leasepart, Lessee Tenant shall be entitled, at any time without first obtaining the submit to Landlord a written request for Landlord's consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all of the Leased Property or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee which request shall remain primarily liable, as principal rather than as surety, for contain or be accompanied by the prompt payment following information: (i) the name and address of the Rent proposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the demised premises; (iv) current financial information; (v) a description of the proposed sublet space; and (vi) any other information as Landlord may reasonably request with respect to the proposed assignee or subtenant, which request shall be made within ten (10) days following Landlords receipt of the initial information. If the proposed transaction is an assignment of the Lease (other than an assignment or sublease pursuant to section 44G hereof) or a sublease for the performance and observance of all or substantially all of the covenants Premises for all or substantially all of the Term, Landlord shall have the option, to be exercised by notice given to Tenant within thirty (30) days after the later of (a) receipt of Tenant's request for consent or (b) receipt of such further information as Landlord may reasonably request pursuant to clause (v) above either (x) to require a surrender of the Premises as of a date to be specified in said notice (the "Termination Date") which shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting or later than thirty-one (31) days after said effective date, in which event Tenant shall vacate and surrender the demised premises on or before the Termination Date and the term of this Lease shall end on the Termination Date as if that were the Expiration Date, or (y) if the proposed transaction (the "Transaction") is a sublease, to obtain a sublet from Tenant of the Premises, including Tenant's leasehold improvements therein, upon the terms and conditions hereinafter set forth as of a date to be performed by Lessee hereunderspecified in said notice (the "Leaseback Date") which shall be not earlier than one (1) day before the effective date of the proposed subletting or later than thirty-one (31) days after said effective date, in which event Tenant shall deliver possession of the Premises to Landlord on or before the Leaseback Date.

Subletting and Assignment. Except as provided hereinbelow to the contrary198. Prohibition ----------- . Lessee shall not, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent may be withheld or granted in Lessor's sole and absolute discretion; , voluntarily or by operation of law assign (which term includes any sale, encumbering, pledge or other transfer or hypothecation) this Lease, master sublet all or any part of the Leased Property or engage the services of any Person for the management or operation of the Facility. Lessee acknowledges that Lessor is relying upon the expertise of Lessee in the operation of the Facility and that Lessor entered into this Lease with the expectation that Lessee would remain in and operate the Facility during the entire Term and for that reason Lessor retains sole and absolute discretion in approving or disapproving any assignment or master sublease. If Lessee is a corporation or partnership, any transfer of its stock (other than a transfer of any of Lessee's stock owned by Xxxxxx X. Xxxx for estate planning purposes) or partnership interests (or the stock or partnership interests of the entity(ies) that controls Lessee) or any dissolution or merger or consolidation of Lessee (or its controlling entity(ies)) with any other entity, which results in any Person (other than Xxxxxx X. Xxxx) and such Person's Affiliates collectively owning greater than twenty-five percent (25%) of the total outstanding shares of any class of Lessee's stock or partnership interests, or the sale or other transfer of all or substantially all of the assets of Lessee (or its controlling entity(ies)), shall constitute an assignment of Lessee's interest in this Lease within the meaning of this Article XXIV and the provisions requiring consent contained herein shall apply (provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions provision regarding transfer of this Paragraph 22, (a) Lessee and its permitted assigns Lessee's ------- stock constituting an assignment shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of not apply if (i) 2,000 square feetLessee's stock is publicly traded, or and (ii) Lessee's Consolidated Net Worth after such transfer is not less than Lessee's Consolidated Net Worth as of the Commencement Date). Any sublease of more than ten percent (10%) of the total square footage Facility to any Person or its Affiliates, in one transaction or in a series of transactions, shall be deemed to be a master sublease hereunder. For any sublease transaction not requiring the consent of Lessor hereunder, Lessee shall, within ten (10) days of entering into any such sublease, notify Lessor of the Facility, to any person or entity providing any services related or ancillary to existence of such sublease and the operation identity of the Facility sublessee and supply Lessor with a copy of the sublease, any related documentation and any other materials or information reasonably requested by Lessor. 199. Lessor will not unreasonably withhold its written consent to an assignment of this Lease to (A) any Person which acquires all or substantially all of the assets and business of Lessee by virtue of a merger or consolidation of, with or into Lessee or (B) any purchaser of 51% or more of the outstanding voting stock, membership interests or partnership interest of Lessee, if in connection Lessor's reasonable judgment such assignee, together with the provision any guarantor of home health services both within and outside the Facility; (b) so long as Lessee is lessee such assignee's obligations under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor has (1) a consolidated net worth equal to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less or greater than all) of Lessee's leasehold interest in all Consolidated Net Worth at the time of the Leased Property proposed assignment or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof)Commencement Date, Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor whichever is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorgreater, and (z2) in case the operational expertise and reputation at least equal to that of either an Lessee at the time of the proposed assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderCommencement Date, whichever is greater.

Subletting and Assignment. Except as provided hereinbelow to the contrary, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent may be withheld or granted in Lessor's sole and absolute discretion; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the each Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten percent (10%) of the total square footage of the any single Facility, to any person or entity providing any services related or ancillary to the operation of the such Facility or in connection with the provision of home health services both within and outside the such Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold or subleasehold interest in all of the Leased Property or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder.

Subletting and Assignment. Except as provided hereinbelow to the contrary, Lessee may not sublet, assign, sublease pledge, or mortgage this lease and may not grant licenses, commissions, or other rights of occupancy to all or any portion thereof or any part of the Leased Premises without Xxxxxx's prior written approval which shall not be unreasonably withheld. Xxxxxx agrees to approve or reject any Lessee request to sublet, encumber, appropriateassign, pledge or otherwise transfermortgage this Lease within fifteen (15) days of Xxxxxx's written request therefor, the Lease or the leasehold or other interest and in the Leased Property without Lessorevent Lessor does not approve or reject such request in accordance with this paragraph on or before the end of such 15 day period, Lessor shall be deemed to have consented to such subletting, assignment, pledge or mortgage. A potential Sublessee's prior written consentor Assignee's financial strength, which consent may reputation, personnel, and length of sublease or assignment shall be withheld or granted important factors in Lessor's sole and absolute discretion; provided, however, that Lessee may from time approval. The foregoing shall not be construed to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining prohibit or to require Lessor's prior consent. Notwithstanding consent to (A) a sale of Lessee's stock in a public offering, or (B) a merger of Lessee with another entity so long as the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, surviving entity has a net worth immediately after such merger at any time without first obtaining the consent of Lessor, to sublease up least equal to the greater of (i) 2,000 square feetLessee's net worth as of the Commencement Date, or and (ii) ten percent Lessee's net worth immediately prior to such merger. If Lessor gives its approval to any sublease or assignment, Lessor shall be entitled to (10%1) 50% of any excess between Lessee's rental per square foot under the lease and the rental per square foot under the sublease or assignment, and (2) 50% of the total square footage Net Consideration (as hereinafter defined) received by Lessee in respect of such sublease or assignment or otherwise from such sublessee or assignee. For purposes hereof, "Net Consideration" means all sums paid by the Facilitysublessee or assignee in consideration of such assignment minus all customary and reasonable closing expenses (including, to any person or entity providing any services related or ancillary to the operation of the Facility or without limitation, customary and reasonable legal and brokerage expenses) incurred in connection with such sublease or assignment. "Net Consideration" shall include any sums paid for the provision purchase or rental of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all of the Leased Property or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karringtonproperty, whether by mergerless, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a sublettingsale thereof, the sublessee shall comply with the provisions then net fair market value thereof. The foregoing is in consideration of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and additional management performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessor under such sublease or assignment. In addition to the foregoing, Lessor may charge Lessee hereunderfor Xxxxxx's reasonable attorney's fees incurred in connection with the review, drafting, negotiating, consultation and approval of any sublease, assignment, pledge or mortgage of the Lease. Violation of this lease by sublessees or assignees shall be deemed a violation by Xxxxxx. Approval by Lessor of any sublease or assignment shall not release Lessee from any obligation under this lease and shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be liable for all of Lessee's obligations under this lease unless otherwise specified in writing. Upon default by Xxxxxx, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and (3) Lessor's written approval is attached to the sublease or assignment.

Subletting and Assignment. Except as provided hereinbelow to the contraryin SECTION 16.3, Lessee may not assignTenant shall not, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without LessorLandlord's prior written consent, consent (which consent may be given or withheld or granted in LessorLandlord's sole and absolute discretion; provided), howeverassign, that Lessee may from time mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to time during include the Term granting of this Lease enter into rental agreements with residents concessions, licenses, sublicenses and the like), of the FacilityLeased Property, and execute or any documents necessary portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in connection therewithwhole or in part, without obtaining Lessor's prior consent. Notwithstanding whether voluntarily, involuntarily or by operation of law, or permit the foregoing use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Paragraph 22Agreement, (a) Lessee and its permitted assigns or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this SECTION 16.1, an assignment of this Agreement shall be entitleddeemed to include, at without limitation, any time without first obtaining direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the consent of Lessor, to sublease up to the greater of (i) 2,000 square feetLeased Property, or (ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all of the Leased Property or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets portion thereof (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued rights pursuant to which any third parties hold Existing Third Party Trade Names and outstanding stock of Karrington (any of the foregoing, a "Change of Control"Service Xxxx Rights), is sublet (or occupied by anybody other than Tenant or any Manager and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereoftheir respective employees), Karrington after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or Lesseeoccupant, as the case may be, but no such collection shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any deemed a waiver of the scenarios described provisions set forth in the first paragraph of this Paragraph 22SECTION 16.1, Lessor is notified the acceptance by Landlord of such assignment assignee, subtenant or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant's interest under this Agreement (including any sublease which is permitted pursuant to the terms of SECTION 16.3 below) shall be subject to such assignee's or transferee's delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Lessor, Landlord in its sole discretion and which Guaranty shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee constitute a Guaranty hereunder.

Subletting and Assignment. Except as provided hereinbelow to the contraryin Section 16.3, Lessee may not assignTenant shall not, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without LessorLandlord's prior written consent, consent (which consent may be given or withheld or granted in LessorLandlord's sole and absolute discretion; provided), howeverassign, that Lessee may from time to time during mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, sublease (a) Lessee and its permitted assigns which term shall be entitleddeemed to include the granting of concessions, at any time without first obtaining licenses and the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"like), either (i) of all (but not less than all) of Lessee's leasehold interest in all or any part of the Leased Property or (ii) suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of all or any part of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect Leased Property by anyone other than Tenant, any Manager approved by Landlord pursuant to the ownership applicable provisions of Karrington, whether by merger, salethis Agreement or residents and patients of Tenant, or transfer the Leased Property or any part thereof to be offered or advertised for assignment or subletting. For purposes of substantially this Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if all or any part of Karrington's assets the Leased Property is sublet (or occupied by anybody other than in the ordinary course Tenant or any Manager, their respective employees or residents or patients of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"Tenant), and so long as Landlord may collect the surviving entity at the conclusion of rents from such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) assignee, subtenant or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lesseeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be entitleddeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, without first obtaining the consent acceptance by Landlord of Lessorsuch assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant's interest under this Agreement (including any sublease which is permitted pursuant to assign the terms of Section 16.3 below) shall be subject to such assignee's or transferee's delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of its such assignee's or transferee's right, title and interest in and to this Lease any personal property, intangibles and fixtures (other than accounts receivable) with respect to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor Property which is notified of subject to any such assignment or conveyance transfer to secure Tenant's obligations under this Agreement and the Incidental Documents, which security agreement shall be in writing within five form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (5) business days thereafter. Upon Lessor's consent, (wiv) in the case of a sublettingsublease, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform assignment which assigns all of such subtenant's right, title and interest in such sublease to Landlord to secure Tenant's obligations under this Agreement and the terms of this Lease on the part of Lessee to Incidental Documents, which assignment shall be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, Landlord in its sole discretion and which assignment shall be delivered promptly to Lessor, and (z) in case of either constitute an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Incidental Document hereunder.

Subletting and Assignment. Except as provided hereinbelow to the contraryin Sections 16.3 and 16.4, Lessee may not assignTenant shall not, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without LessorLandlord's prior written consent, consent (which consent may be given or withheld or granted in LessorLandlord's sole and absolute discretion; provided), howeverassign, that Lessee may from time to time during mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, sublease (a) Lessee and its permitted assigns which term shall be entitleddeemed to include the granting of concessions, at any time without first obtaining licenses and the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"like), either (i) of all (but not less than all) of Lessee's leasehold interest in all or any part of the Leased Property or (ii) suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of all or any part of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect Leased Property by anyone other than Tenant, any Manager approved by Landlord pursuant to the ownership applicable provisions of Karrington, whether by merger, salethis Agreement or residents and patients of Tenant, or transfer the Leased Property or any part thereof to be offered or advertised for assignment or subletting. For purposes of substantially this Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if all or any part of Karrington's assets the Leased Property is sublet (or occupied by anybody other than in the ordinary course Tenant or any Manager, their respective employees or residents or patients of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"Tenant), and so long as Landlord may collect the surviving entity at the conclusion of rents from such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) assignee, subtenant or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lesseeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be entitleddeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, without first obtaining the consent acceptance by Landlord of Lessorsuch assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant's interest under this Agreement shall be subject to assign such assignee's or transferee's delivery to Landlord of (a) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under the Lease Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and (b) a security agreement granting Landlord a security interest in all of its such assignee's or transferee's right, title and interest in and to this Lease any personal property, intangibles and fixtures (other than accounts receivable and subject to said surviving entity, so long as, under Permitted Liens) with respect to any of the scenarios described in this Paragraph 22, Lessor Property which is notified of subject to any such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessortransfer to secure Tenant's consentobligations under the Lease Documents, (w) in the case of a subletting, the sublessee which security agreement shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) Landlord in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderits sole discretion.

Subletting and Assignment. Except for an assignment of this Lease or a sublet of all or any portion of the Demised Premises to a Permitted Assignee (as provided hereinbelow to the contrary, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transferhereinafter defined), the Lease or Lessee shall not, without the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent may shall be withheld not be unreasonably withheld, assign or granted in Lessor's sole sublet this Lease or permit any person or entity other than the Lessee to use or occupy, or store goods, materials or other property (such goods, materials and absolute discretion; provided, however, that Lessee may from time property being hereinafter referred to time during as "Property") at the Term Demised Premises or any part thereof. In connection with any proposed assignment of this Lease enter into rental agreements Lease, Lessee acknowledges that Lessor shall be deemed to be reasonable in withholding its consent if the proposed sublessee or assignee is not of a financial condition or capability which is commensurate with residents Lessee's or not otherwise reasonably satisfactory to Lessor for the leasing of the Facilityspace such as the Demised Premises. Lessee shall give Lessor not less than thirty (30) days prior written notice (sent in accordance with the requirements of Paragraph 26) of the effective date of any proposed assignment, and execute sublease or use by any documents necessary in connection therewith, without obtaining Lessor's prior consentLicensee (as hereinafter defined). Notwithstanding In the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns event that Lessor shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of not either (i) 2,000 square feet, inform Lessee that Lessor's consent is being denied or (ii) ten percent request further information with respect to any such proposed transaction within fifteen (10%15) business days after Lessor's receipt of any such notice, Lessor shall be deemed to have consented to the requested transaction. Notwithstanding the foregoing, or anything to be contrary elsewhere contained in this Lease, Lessee, without Lessor's consent, but upon not less than thirty (30) days' prior written notice, may assign this Lease or sublet the Demised Premises, or any portion thereof, to its parent, any of its subsidiaries or to any other entity affiliated with Lessee or its parent, or to a corporation or other entity resulting from any reorganization or merger to which Lessee, its parent or any of its subsidiaries or affiliates is a party, provided Lessee shall remain obligated under this Lease (the foregoing being hereinafter referred to as a "Permitted Assignment") Such assignee shall be herein referred to as a "Permitted Assignee". If Lessee shall assign this Lease, sublet any or all of the total square footage of the Facility, to Demised Premises or permit any person or entity providing (a "Licensee") other than the Lessee (or a party permitted pursuant to a Permitted Assignment) to use, or occupy any services related portion of, or ancillary store any Property at the Demised Premises, without the consent of the Lessor in each instance to the operation extent required hereunder, such assignment, subletting or permission shall be void and shall constitute a breach of this Lease. . Any proposed assignment (excluding a Permitted Assignment) shall contain a written assumption by the assignee of all of the Facility or in connection with Lessee's obligations under this Lease. Any sublease shall (a) provide that the provision sublessee shall procure and maintain a policy of home health services both within and outside insurance as required of the FacilityLessee under this Lease; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at provide for a copy to the Lessor of any time without first obtaining the consent notice of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), default by either (i) all (but not less than all) of Lessee's leasehold interest in all of the Leased Property or (ii) all of the issued and outstanding stock of Lesseeparty; and (c) in otherwise be subject to the terms and provisions of this Lease. No Permitted Assignment or consent by the Lessor to any subletting, assignment or use, occupancy or storage of Property by any Licensee shall be deemed to be a consent to any further subletting (or sub-subletting), assignment or any other use, occupancy or storage by any Licensee (including any expanded use by the Licensee for whom permission is being given). In the event that there occurs the Lessee assigns or subleases any portion of the Demised Premises or permits the use, occupancy or storage of Property at any portion of the Demised Premises by a change in control in respect Licensee, the Lessee shall pay to the ownership of KarringtonLessor monthly, whether by mergeras Additional Rent hereunder, sale, or transfer of substantially all of Karrington's assets fifty (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (3550%) or more percent of the issued amount calculated by subtracting from the rent and outstanding stock other charges and considerations payable from time to time by the assignee, sublessee or Licensee to the Lessee for aforesaid space, the amount of Karrington (any rent and other charges payable by the Lessee to the Lessor under this Lease, allocated to the assigned, subleased or otherwise utilized portion of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderDemised Premises.

Subletting and Assignment. Except as provided hereinbelow to the contrary24.1.1 Prohibition ----------- . Lessee shall not, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent may be withheld or granted in Lessor's sole and absolute discretion; , voluntarily or by operation of law assign (which term includes any sale, encumbering, pledge or other transfer or hypothecation) this Lease, master sublet all or any part of the Leased Property of any Facility or engage the services of any Person for the management or operation of any Facility. Lessee acknowledges that Lessor is relying upon the expertise of Lessee in the operation of the Facilities and that Lessor entered into this Lease with the expectation that Lessee would remain in and operate such Facilities during the entire Term and for that reason Lessor retains sole and absolute discretion in approving or disapproving any assignment or master sublease. If Lessee is a corporation or partnership or limited liability company, any transfer of its stock (other than a transfer of any of Lessee's stock owned by Xxxxxx X. Xxxx for estate planning purposes) or partnership interests (or the stock or partnership or membership interests of the entity(ies) that controls Lessee) or any dissolution or merger or consolidation of Lessee (or its controlling entity(ies)) with any other entity, which results in any Person (other than Xxxxxx X. Xxxx) and such Person's Affiliates collectively owning greater than twenty-five percent (25%) of the total outstanding shares of any class of Lessee's stock or partnership or membership interests, or the sale or other transfer of all or substantially all of the assets of Lessee (or its controlling entity(ies)), shall constitute an assignment of Lessee's interest in this Lease within the meaning of this Article XXIV and the provisions requiring consent contained herein shall apply (provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions provision regarding transfer of this Paragraph 22, (a) Lessee and its permitted assigns Lessee's stock constituting an assignment shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of not apply if (i) 2,000 square feetLessee's stock is publicly traded, or and (ii) Lessee's Consolidated Net Worth after such transfer is not less than Lessee's Consolidated Net Worth as of the Commencement Date). Any sublease of more than ten percent (10%) of the total square footage of the Facility, any Facility to any person Person or entity providing any services related or ancillary to the operation of the Facility its Affiliates, in one transaction or in connection with the provision a series of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Leasetransactions, Lessee shall be entitled, at deemed to be a master sublease hereunder. For any time without first obtaining sublease transaction not requiring the consent of Lessor to sellhereunder, assign and convey to Karrington HealthLessee shall, Inc.within ten (10) days of entering into any such sublease, an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all notify Lessor of the Leased Property or (ii) all existence of such sublease and the identity of the issued sublessee and outstanding stock of Lessee; and (c) in the event that there occurs supply Lessor with a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more copy of the issued sublease, any related documentation and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) other materials or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of information reasonably requested by Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder.24.1.2

Subletting and Assignment. Except as provided hereinbelow to the contrary24.1.1 Prohibition ----------- (a) . Lessee shall not, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without LessorXxxxxx's prior written consent, which consent may be withheld or granted in LessorXxxxxx's sole and absolute discretion; , voluntarily or by operation of law assign (which term includes any sale, encumbering, pledge or other transfer or hypothecation) this Lease, master sublet all or any part of the Leased Property of any Facility or engage the services of any Person for the management or operation of any Facility. Xxxxxx acknowledges that Lessor is relying upon the expertise of Lessee in the operation of the Facilities and that Xxxxxx entered into this Lease with the expectation that Lessee would remain in and operate such Facilities during the entire Term and for that reason Lessor retains sole and absolute discretion in approving or disapproving any assignment or master sublease. If Lessee is a corporation or partnership, any transfer of its stock (other than a transfer of any of Lessee's stock owned by Xxxxxx X. Xxxx for estate planning purposes) or partnership interests (or the stock or partnership interests of the entity(ies) that controls Lessee) or any dissolution or merger or consolidation of Lessee (or its controlling entity(ies)) with any other entity, which results in any Person (other than Xxxxxx X. Xxxx) and such Person's Affiliates collectively owning greater than twenty-five percent (25%) of the total outstanding shares of any class of Lessee's stock or partnership interests, or the sale or other transfer of all or substantially all of the assets of Lessee (or its controlling entity(ies)), shall constitute an assignment of Lessee's interest in this Lease within the meaning of this Article XXIV and the provisions requiring consent contained herein shall apply (provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions provision regarding transfer of this Paragraph 22, (a) Lessee and its permitted assigns Lessee's stock constituting an assignment shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of not apply if (i) 2,000 square feetXxxxxx's stock is publicly traded, or and (ii) Xxxxxx's Consolidated Net Worth after such transfer is not less than Lessee's Consolidated Net Worth as of the Original Lease Commencement Date). Any sublease of more than ten percent (10%) of the total square footage of the Facility, any Facility to any person Person or entity providing any services related or ancillary to the operation of the Facility its Affiliates, in one transaction or in connection with the provision a series of home health services both within and outside the Facility; (b) so long as Lessee is lessee under this Leasetransactions, Lessee shall be entitled, at deemed to be a master sublease hereunder. For any time without first obtaining sublease transaction not requiring the consent of Lessor to sellhereunder, assign and convey to Karrington HealthLessee shall, Inc.within ten (10) days of entering into any such sublease, an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all notify Lessor of the Leased Property or (ii) all existence of such sublease and the identity of the issued sublessee and outstanding stock of Lessee; and (c) in the event that there occurs supply Lessor with a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more copy of the issued sublease, any related documentation and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) other materials or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of information reasonably requested by Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder.24.1.2

Subletting and Assignment. Except as provided hereinbelow to the contrary, Lessee may A. Tenant shall not assignassign its interests hereunder, sublease all or subletany portion of the Premises (for purposes of this Lease, encumbera license shall be deemed to be a sublease), appropriate, pledge or list the Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise transferadvertise, the Lease post, communicate or the leasehold solicit prospective assignees or other interest subtenants through any direct or indirect means, transfer any rights in the Leased Property without Lessor's prior written consent, which consent may be withheld or granted in Lessor's sole and absolute discretion; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten more than fifty percent (1050%) of the total square footage ownership of Tenant, or allow any other person to use or occupy any portion of the FacilityPremises (each event may be hereinafter referred to as a “Transfer”), without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed beyond fifteen (15) days after receipt of Tenant’s request, except that Landlord shall not, under any circumstances, be obligated to consent to any assignment or subletting by Tenant (i) to any other tenant of the Building, (ii) by operation of law, or (iii) to any person or entity providing who fails to meet any services related or ancillary of the other reasonable criteria of Landlord that Tenant was required to meet prior to the operation execution of this Lease. Tenant shall not assign its interests hereunder, sublease all or any portion of the Facility Premises to any entity which acquires all or part of Tenant, or which is acquired in whole or in connection with part by Tenant, or which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (“Affiliate”), or which owns or is owned by the provision Affiliate, without the prior written consent of home health services both within and outside the Facility; Landlord, which shall not be unreasonably withheld or delayed beyond fifteen (b15) days after receipt of Tenant’s request, so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining such transaction was not entered into as a subterfuge to avoid the consent of Lessor to sell, assign obligations and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), either (i) all (but not less than all) of Lessee's leasehold interest in all restrictions of the Leased Property or (ii) all of the issued Lease and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so as long as the surviving entity at the conclusion of such Change of Control said Affiliate has a equal or greater net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (z) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderTenant.

Subletting and Assignment. Except as provided hereinbelow to the contraryin Section 16.3, Lessee may not assign------------------------- ------------ Tenant shall not, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without LessorLandlord's prior written consent, consent (which consent may be given or withheld or granted in LessorLandlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include ------------ any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of HSD or any transaction pursuant to which Tenant or HSD is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's or HSD's assets are transferred to any other Entity or any change in control of Tenant or HSD, as if any such change in control or transaction were an assignment of this Agreement; provided, however, that Lessee may from time that, Landlord's consent with -------- ------- respect to time during the Term of this Lease enter into rental agreements with residents of the Facility, any transaction involving HSD (and execute any documents necessary in connection therewith, without obtaining Lessornot Tenant) shall not require Landlord's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of if (i) 2,000 square feetno Event of Default has occurred and is continuing, or (ii) ten percent (10%) HSD or its successor entity, following consummation of the total square footage applicable transaction, has a Net Worth in excess of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility; Two Hundred Fifty Million Dollars (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"$250,000,000), either (iiii) all any successor assumes HSD's obligations under the Guaranty by written agreement in form and substance reasonably satisfactory to Landlord, and (but not less than alliv) Tenant and HSD give Landlord twenty (20) days prior Notice to such transaction together with such evidence regarding the satisfaction of Lessee's leasehold interest conditions set forth in all of the foregoing clauses as Landlord may reasonably require. If this Agreement is assigned or if the Leased Property or any part thereof are sublet (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether or occupied by merger, sale, or transfer of substantially all of Karrington's assets (anybody other than in Tenant and its respective employees or hotel guests) Landlord may collect the ordinary course of Karrington's business) rents from such assignee, subtenant or otherwise, including without limitation the acquisition by any one person or entity of thirty-five percent (35%) or more of the issued and outstanding stock of Karrington (any of the foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lesseeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any deemed a waiver of the scenarios described provisions set forth in the first paragraph of this Paragraph 22Section 16.1, Lessor is notified the acceptance ------------ by Landlord of such assignment assignee, subtenant or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in form this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and substance satisfactory to Lessor, Tenant expressly otherwise agree that Tenant shall be delivered promptly to Lessorreleased from all obligations hereunder), and (z) no consent to any subletting or assignment in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder.a