Common use of Transfers Prohibited Without Consent Clause in Contracts

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this Lease, or Tenant's interest in one (1) or more of the Leased Properties, in whole or in part, or any rights or interest which Tenant may have under this Lease, or sublet one (1) or more of the Leased Properties, or any part thereof. If given, the consent of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulations. Notwithstanding the foregoing, except as expressly provided in Paragraph 6 of the Agreement Regarding Leases, Landlord's consent shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transfer.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of Landlord, Landlord in each instance which consent may be withheld in Landlord's sole opinion and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this LeaseAgreement, or Tenant's interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including without limitation Tenant's Personal Property and the P&E Replacements), in whole or in part, or any rights or interest which Tenant may have under this LeaseAgreement, or sublet one (1) or more any part of the Leased PropertiesProperty, or grant or permit any part thereof. If givenlien or encumbrance on or security interest in Tenant's interest in this Agreement; notwithstanding the foregoing, Tenant shall be permitted to grant sublease, rental or other occupancy rights in the consent Facility to individual residents in connection with the operation of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted Leased Property in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulationsPermitted Use. Notwithstanding the foregoing, except as expressly provided Tenant may sell, assign or otherwise transfer this Agreement, or Tenant's interest in Paragraph 6 the Leased Property, in whole but not in part, without the consent of the Landlord, to an Affiliated Person or to Guarantor provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Agreement Regarding Leasesfor the remaining Term, and (iii) such assignee or purchaser shall continue to operate the Leased Premises as a first class assisted living and dementia care facility consistent with other assisted living and dementia care facilities being operated by Guarantor and its Affiliated Persons. Landlord shall not, without the prior written consent of Tenant in each instance which may be withheld in Tenant's sole opinion and discretion, sell, assign or otherwise transfer this Agreement, or Landlord's consent interest in the Leased Property, in whole or in part, or any rights or interest which Landlord may have under this Agreement, either directly or indirectly in the form of a Facility Mortgage as contemplated under Article 19 hereof, to a direct competitor of Tenant or Guarantor. In the event that a direct competitor of Tenant or Guarantor becomes a Mortgagee of the Leased Property the subordination provisions of Section 19.1 shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transferapply.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this Lease, or Tenant's interest in one (1) or more of the Leased PropertiesProperty, in whole or in part, or any rights or interest which Tenant may have under this Lease, or sublet one (1) or more of the Leased Properties, Property or any part thereof. If given, the consent of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not otherwise expressly permitted in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any the Facility Mortgage Mortgage, and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any Mortgagee to such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulationstransfer. Notwithstanding the foregoing, except as expressly provided in Paragraph 6 of the Agreement Regarding Leases, Landlord's consent shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transfer.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of LandlordLandlord in each instance, which consent may be withheld in Landlord's ’s sole opinion and absolute discretion, in each instance, sell, assign assign, sublease, license, concession or otherwise transfer Tenant's interest under this Lease, or Tenant's ’s interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including, without limitation, Tenant’s Personal Property, but excluding sales in the ordinary course of business), in whole or in part, or any rights or interest which Tenant may have under this Lease, or sublet one (1) sublet, license or more concession any part of the Leased PropertiesProperty, or grant or permit any part thereofLien or encumbrance on or security interest in Tenant’s interest in this Lease. If givenNotwithstanding the foregoing, and subject to the provisions of Section 16.2 hereof, in the event that Tenant elects to sell, assign or otherwise transfer this Lease, or Tenant’s interest in this Lease or the Leased Property, in whole but not in part, to an Affiliated Person of Tenant, then Landlord shall not unreasonably withhold its consent to such sale, assignment or transfer provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Lease for the remaining Term, unless the purchaser or assignee of Tenant’s interest in the Lease and the Leased Property shall have a financial net worth equivalent to or greater than the financial net worth of Tenant as of the Effective Date and an equivalent number of years and quality of experience in operating Golf Course Facilities, in which event, Tenant shall be released from any further liability hereunder upon such purchase or assignment, and (iii) such assignee or purchaser shall continue to operate the Leased Property as a Golf Course Facility consistent with other Golf Course Facilities being operated by Tenant and/or its Affiliated Persons. Any sale, assignment or transfer of this Lease without the prior written consent of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's ’s option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulations. Notwithstanding the foregoing, except as expressly provided in Paragraph 6 of the Agreement Regarding Leases, Landlord's consent shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transfer.

Transfers Prohibited Without Consent. Except as provided belowin Section 16.7 and Section 16.8 hereof, Tenant shall not, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion, in each instance, sell, assign assign, sublease or otherwise transfer Tenant's interest under this LeaseAgreement, or Tenant's interest in one (1) or more of the Leased PropertiesProperty, in whole or in part, or any rights or interest which Tenant may have under this LeaseAgreement. Further, Tenant shall not grant or sublet one (1) permit any lien or more of encumbrance on or security interest in Tenant's interest in this Agreement or the Leased Properties, or any part thereofProperty. If given, the The consent of Landlord to a sale or an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further sale, assignment, transfer, or subletting. In addition: (a) any such sale, assignment, transfer or subletting. For purposes subletting must be authorized under the Management Agreement and (b) the proposed purchaser, transferee, assignee, or sublessee of this Paragraph 15(a)all or substantially all or a material portion of the Leased Property, must be a Change of Control which is not expressly permitted Single Purpose Entity as defined on EXHIBIT "F" hereto (i) who has a verifiable net worth (determined in accordance with generally accepted accounting principles) of not less than the Rent due and payable for the Fiscal Year immediately preceding such proposed sale or transfer; (ii) who, if required by the terms thereof, is approved by Manager under the Management Agreement; (iii) who has not been convicted of Paragraph 6 a felony and is known to have not engaged in criminal activity or other activity involving moral turpitude (including any Affiliate of such Person); (iv) who does not, as its primary business, own, lease or operate any casino or gambling facility (including any Affiliate of such Person or entity); (v) who does not own or operate a distillery, winery or brewery or distributorship of alcoholic beverages if such leasing, ownership or operation might reasonably impair the ability of Tenant, or its Affiliates to obtain or retain any alcoholic beverage license for the Leased Property; (vi) who does not own or operate a hotel or other facility proscribed in Section 4.3 hereof; (vii) who has experience in the management of first class hotels; (viii) who shall not be a Person in which Landlord, directly or indirectly, owns a ten percent (10%) or greater interest within the meaning of Section 856(d)(2)(B) of the Agreement Regarding Leases Code or any similar or successor provision thereof; and (ix) who shall be deemed in conformance with and shall conform and comply with the requirements of Section 15 hereof. In addition, any such approved assignee shall expressly assume this Agreement by an agreement in recordable form, an original executed counterpart of which shall be delivered to constitute a prohibited Landlord prior to any assignment of this Leasethe Agreement. Any assignment, transfer transfer, sublease or sublease encumbrance in violation of this Paragraph 15 Article shall be voidable at Landlord's option. For purposes of this ParagraphIn addition to the foregoing, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of for so long as Landlord or any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment Affiliated Person of Landlord or its direct or indirect Parent shall seek to qualify as a real estate investment trust ("REIT") under applicable REIT regulations. Notwithstanding trust, anything contained in this Agreement to the foregoingcontrary notwithstanding, except as expressly provided in Paragraph 6 of the Agreement Regarding Leases, Landlord's consent Tenant shall not sublet the Leased Property or any portion thereof on any basis such that the rental to be required paid by any sublessee thereunder would be based, in connection with whole or in part, on either (x) any Permitted Transferthe income or profits derived by the business activities by such sublessee, or (y) any Equity Transfer other formula such that any portion of such sublease rental would fail to qualify as "rents from real property" within the meaning of Section 865(d) of the Internal Revenue Code, or (z) any Affiliate Transfersimilar or successive provisions thereto.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of LandlordLandlord in each instance, which consent may be withheld in Landlord's sole opinion and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this LeaseAgreement, or Tenant's interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including without limitation Tenant's Personal Property and the P&E Replacements), in whole or in part, or any rights or interest which Tenant may have under this LeaseAgreement, or sublet one (1) or more any part of the Leased PropertiesProperty, or grant or permit any part thereof. If givenlien or encumbrance on or security interest in Tenant's interest in this Agreement; notwithstanding the foregoing, Tenant shall be permitted to grant sublease, rental or other occupancy rights in the consent Facility to individual residents in connection with the operation of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted Leased Property in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulationsPermitted Use. Notwithstanding the foregoing, except Tenant may sell, assign or otherwise transfer this Agreement, or Tenant's interest in the Leased Property, in whole but not in part, without the consent of Landlord, to an Affiliated Person or to Guarantor provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Agreement for the remaining Term, and (iii) such assignee or purchaser shall continue to operate the Leased Premises as expressly provided a first class assisted living and dementia care facility consistent with other assisted living and dementia care facilities being operated by Tenant and its Affiliated Persons. Landlord shall not, without the prior written consent of Tenant in Paragraph 6 each instance, which may be withheld in Tenant's sole opinion and discretion, sell, assign or otherwise transfer this Agreement, or Landlord's interest in the Leased Property, in whole or in part, or any rights or interest which Landlord may have under this Agreement, either directly or indirectly in the form of a Facility Mortgage as contemplated under Article 19 hereof, to a direct competitor of Tenant or Guarantor. In the event that a direct competitor of Tenant or Guarantor becomes a Mortgagee of the Agreement Regarding Leases, Landlord's consent Leased Property the subordination provisions of Section 19.1 shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transferapply.

Transfers Prohibited Without Consent. Except as provided belowfor the rights of the ForeGolf Manager to use, operate and manage the Leased Property under the ForeGolf Management Agreement, Tenant shall not, without the prior written consent of LandlordLandlord in each instance, which consent may be withheld in Landlord's ’s sole opinion and absolute discretion, in each instance, sell, assign assign, sublease, license, concession or otherwise transfer Tenant's interest under this Lease, or Tenant's ’s interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including, without limitation, Tenant’s Personal Property, but excluding sales in the ordinary course of business), in whole or in part, or any rights or interest which Tenant may have under this Lease, or sublet one (1) sublet, license or more concession any part of the Leased PropertiesProperty, or grant or permit any part thereofLien or encumbrance on or security interest in Tenant’s interest in this Lease. If givenNotwithstanding the foregoing, and subject to the provisions of Section 16.2 hereof, in the event that Tenant elects to sell, assign or otherwise transfer this Lease, or Tenant’s interest in this Lease or the Leased Property, in whole but not in part, to an Affiliate of Tenant (a “Tenant-Affiliated Assignee”), then Landlord shall not unreasonably withhold its consent to such sale, assignment or transfer provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Lease for the remaining Term, unless such Tenant-Affiliated Assignee shall have a financial net worth equivalent to or greater than the financial net worth of Tenant as of January 1, 2009 and an equivalent number of years and quality of experience in operating Golf Course Facilities, in which event, Tenant shall be released from any further liability hereunder upon such purchase or assignment, (iii) such Tenant-Affiliated Assignee shall continue to operate the Leased Property as required herein consistent with Comparable Golf Course Facilities being operated by Tenant and/or its Affiliates, and (iv) Tenant sells, assigns or otherwise transfers all of the Affiliated Leases, or all of its interests in the Leased Property under (and as defined in) the Affiliated Leases, in whole but not in part, in connection with the sale, assignment or transfer of this Lease, to such Tenant-Affiliated Assignee. Any sale, assignment or transfer of this Lease without the prior written consent of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's ’s option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulations. Notwithstanding the foregoing, except as expressly provided in Paragraph 6 of the Agreement Regarding Leases, Landlord's consent shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transfer.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of Landlord, Landlord in each instance which consent may be withheld in Landlord's sole opinion and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this LeaseAgreement, or Tenant's interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including without limitation Tenant's Personal Property and the P&E Replacements), in whole or in part, or any rights or interest which Tenant may have under this LeaseAgreement, or sublet one (1) or more any part of the Leased PropertiesProperty, or grant or permit any part thereof. If givenlien or encumbrance on or security interest in Tenant's interest in this Agreement; notwithstanding the foregoing, Tenant shall be permitted to grant sublease, rental or other occupancy rights in the consent Facility to individual residents in connection with the operation of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted Leased Property in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulationsPermitted Use. Notwithstanding the foregoing, except as expressly provided Tenant may sell, assign or otherwise transfer this Agreement, or Tenant's interest in Paragraph 6 the Leased Property, in whole but not in part, without the consent of the Landlord, to an Affiliated Person or to Guarantor provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Agreement Regarding Leasesfor the remaining Term, and (iii) such assignee or purchaser shall continue to operate the Leased Property as a first-class independent living and/or licensed assisted living and dementia care facility, as applicable, consistent with other independent living and licensed assisted living and dementia care facilities (as applicable) being operated by Guarantor and its Affiliated Persons. Landlord shall not, without the prior written consent of Tenant in each instance which may be withheld in Tenant's sole opinion and discretion, sell, assign or otherwise transfer this Agreement, or Landlord's consent shall not be required interest in connection with (x) the Leased Property, in whole or in part, or any Permitted Transferrights or interest which Landlord may have under this Agreement, (y) any Equity Transfer either directly or (z) any Affiliate Transfer.indirectly in the form of a Facility Mortgage as contemplated under Article 19 hereof, to a direct competitor of Tenant

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of LandlordLandlord in each instance, which consent may be withheld in Landlord's sole opinion and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this LeaseAgreement, or Tenant's interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including without limitation Tenant's Personal Property and the P&E Replacements), in whole or in part, or any rights or interest which Tenant may have under this LeaseAgreement, or sublet one (1) or more any part of the Leased PropertiesProperty, or grant or permit any part thereof. If givenlien or encumbrance on or security interest in Tenant's interest in this Agreement; notwithstanding the foregoing, Tenant shall be permitted to grant sublease, rental or other occupancy rights in the consent Facility to individual residents in connection with the operation of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted Leased Property in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulationsPermitted Use. Notwithstanding the foregoing, except Tenant may sell, assign or otherwise transfer this Agreement, or Tenant's interest in the Leased Property, in whole but not in part, without the consent of Landlord, to an Affiliated Person of Guarantor, or to Daniel (but only for so long as expressly Tenant owes anx xxxxgation to Daniel under the Daniel Note), provided (i) Txxxxx gives Landlxxx xrior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Agreement for the remaining Term, and (iii) such assignee or purchaser shall continue to operate the Leased Premises as a first class assisted living, independent living and dementia care facility (and, if Tenant elects to operate a skilled nursing component within the facility pursuant to Section 4.1.1 above, a skilled nursing facility) consistent with other assisted living, independent living and dementia care facilities (and, if Tenant elects to operate a skilled nursing component within the facility pursuant to Section 4.1.1 above, skilled nursing facilities) being operated by Tenant and its Affiliated Persons. Landlord shall not, without the prior written consent of Tenant in Paragraph 6 each instance, which may be withheld in Tenant's sole opinion and discretion, sell, assign or otherwise transfer this Agreement, or Landlord's interest in the Leased Property, in whole or in part, or any rights or interest which Landlord may have under this Agreement, either directly or indirectly in the form of a Facility Mortgage as contemplated under Article 19 hereof, to a direct competitor of Tenant or Guarantor. In the event that a direct competitor of Tenant or Guarantor becomes a Mortgagee of the Agreement Regarding Leases, Landlord's consent Leased Property the subordination provisions of Section 19.1 shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transferapply.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of Landlord, Landlord in each instance which consent may be withheld in Landlord's sole opinion and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this LeaseAgreement, or Tenant's interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including without limitation Tenant's Personal Property and the P&E Replacements), in whole or in part, or any rights or interest which Tenant may have under this LeaseAgreement, or sublet one (1) or more any part of the Leased PropertiesProperty, or grant or permit any part thereof. If givenlien or encumbrance on or security interest in Tenant's interest in this Agreement; notwithstanding the foregoing, Tenant shall be permitted to grant sublease, rental or other occupancy rights in the consent Facility to individual residents in connection with the operation of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted Leased Property in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulationsPermitted Use. Notwithstanding the foregoing, except as expressly provided Tenant may sell, assign or otherwise transfer this Agreement, or Tenant's interest in Paragraph 6 the Leased Property, in whole but not in part, without the consent of the Landlord, to an Affiliated Person or to Guarantor provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) Tenant shall remain liable under this Agreement Regarding Leasesfor the remaining Term, and (iii) such assignee or purchaser shall continue to operate the Leased Property as a first-class independent living and/or licensed assisted living and dementia care facility, as applicable, consistent with other independent living and licensed assisted living and dementia care facilities (as applicable) being operated by Guarantor and its Affiliated Persons. Landlord shall not, without the prior written consent of Tenant in each instance which may be withheld in Tenant's sole opinion and discretion, sell, assign or otherwise transfer this Agreement, or Landlord's consent interest in the Leased Property, in whole or in part, or any rights or interest which Landlord may have under this Agreement, either directly or indirectly in the form of a Facility Mortgage as contemplated under Article 19 hereof, to a direct competitor of Tenant or Guarantor. In the event that a direct competitor of Tenant or Guarantor becomes a Mortgagee of the Leased Property the subordination provisions of Section 19.1 shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transferapply.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this Lease, or Tenant's interest in one (1) or more of the Leased Properties, in whole or in part, or any rights or interest which Tenant may have under this Lease, or sublet one (1) or more of the Leased Properties, or any part thereof. If given, the consent of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage Requirements or Ground Lease and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility MortgageeMortgagee or lessor of the Ground Lease, as applicable, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulations. Notwithstanding the foregoing, except as expressly provided in Paragraph 6 of the Agreement Regarding Leases, Landlord's consent shall not be required in connection with (xy) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Equity Transfer.

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of Landlord, Landlord in each instance which consent may be withheld in Landlord's sole opinion and absolute discretion, in each instance, sell, assign or otherwise transfer Tenant's interest under this LeaseAgreement, or Tenant's interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including without limitation Tenant's Personal Property and the P&E Replacements), in whole or in part, or any rights or interest which Tenant may have under this LeaseAgreement, or sublet one (1) or more any part of the Leased PropertiesProperty, or grant or permit any part thereof. If givenlien or encumbrance on or security interest in Tenant's interest in this Agreement; notwithstanding the foregoing, Tenant shall be permitted to grant sublease, rental or other occupancy rights in the consent Facility to individual residents in connection with the operation of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted Leased Property in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulationsPermitted Use. Notwithstanding the foregoing, except as expressly provided Tenant may sell, assign or otherwise transfer this Agreement, or Tenant's interest in Paragraph 6 the Leased Property, in whole but not in part, without the consent of the Agreement Regarding LeasesLandlord, Landlord's consent shall not be required in connection with to an Affiliated Person or to Guarantor provided (xi) any Permitted TransferTenant gives Landlord prior written notice of such sale or assignment, (yii) any Equity Transfer Tenant shall remain liable under this Agreement for the remaining Term, and (iii) such assignee or (z) any Affiliate Transfer.purchaser shall continue to operate the Leased Premises as a first class skilled nursing, assisted living and dementia care facility consistent with other skilled nursing, assisted living and dementia care facilities being operated by Guarantor and its

Transfers Prohibited Without Consent. Except as provided below, Tenant shall not, without the prior written consent of LandlordLandlord in each instance, which consent may be withheld in Landlord's ’s sole opinion and absolute discretion, in each instance, sell, assign assign, sublease, license, concession or otherwise transfer Tenant's interest under this Lease, or Tenant's ’s interest in one (1) or more of the Leased PropertiesProperty together with all interests of Tenant in all property of any nature located and used at the Leased Property (including without limitation Tenant’s Personal Property), in whole or in part, or any rights or interest which Tenant may have under this Lease, or sublet one (1) sublet, license or more concession any part of the Leased PropertiesProperty, or grant or permit any part thereofLien or encumbrance on or security interest in Tenant’s interest in this Lease, except as set forth in this Article 16. If givenNotwithstanding the foregoing, in the event that Tenant elects to sell, assign or otherwise transfer this Lease, or Tenant’s interest in the Leased Property, in whole but not in part, to an Affiliated Person, then Landlord shall not unreasonably withhold its consent to such sale, assignment or transfer provided (a) Tenant gives Landlord prior written notice of such sale or assignment, (b) there shall exist no uncured Event of Default by Tenant under this Lease as of the date of such sale or assignment, (c) such assignment shall constitute an assignment of all of Tenant’s rights, and an assumption of all of Tenant’s obligations arising from and after the date of such assignment, under this Lease, the Pooling Agreement and all other agreements, documents and instruments evidencing the transactions contemplated by this Lease (collectively, the “Lease Related Documents”), (d) Tenant shall remain liable under this Lease, the Pooling Agreement and the Lease Related Documents for the remaining Term, (e) such assignee expressly assumes in writing all of Tenant’s obligations under this Lease and the Lease Related Documents, and all of the obligations of the tenants under the Affiliated Leases, in each case arising from and after the date of such assignment, (f) such assignee or purchaser shall continue to operate the Leased Property as a Theme Park consistent with Comparable Theme Parks, and (g) such assignee or purchaser is not, and/or is not controlled by, in Landlord’s reasonable determination, a Person or Persons known in the community as being of bad moral character or who has been convicted of a felony on any state or federal court. Furthermore, and notwithstanding the foregoing, in the event that Tenant elects to sell, assign or otherwise transfer this Lease, or Tenant’s interest in the Leased Property, in whole but not in part, to a third party at arm’s length (a “Permitted Third-Party Assignee”) as part of a sale of the entire Business, then Landlord shall not unreasonably withhold its consent to such sale, assignment or transfer provided (i) Tenant gives Landlord prior written notice of such sale or assignment, (ii) there shall exist no uncured Event of Default by Tenant under this Lease as of the date of such sale or assignment, (iii) Tenant shall remain liable for any and all obligations of Tenant under this Lease, the Pooling Agreement and the Lease Related Documents for the period prior to the date of such assignment; provided, however, that Tenant and the PARC Guarantors shall be released from liability for any and all of their respective obligations under this Lease, the Pooling Agreement and the Lease Related Documents after the date of such assignment, (iv) such assignment shall constitute an assignment of all of Tenant’s rights, and an assumption of all of Tenant’s obligations arising from and after the date of such assignment, under this Lease, the Pooling Agreement and the Lease Related Documents, (v) such Permitted Third-Party Assignee expressly assumes in writing all of Tenant’s obligations under this Lease and the Lease Related Documents, and all of the obligations of the tenants under the Affiliated Leases, in each case arising form and after the date of such assignment, (vi) such Permitted Third-Party Assignee covenants and agrees to continue to operate the Leased Property as a Theme Park consistent with Comparable Theme Parks, (vii) such Permitted Third-Party Assignee has a financial net worth of at least TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00), exclusive of the amount of the Security Deposit held by Landlord hereunder, (viii) such Permitted Third-Party Assignee has a demonstrated history of operating Comparable Theme Parks, (ix) Tenant, or the then tenant(s) under the Affiliated Leases, assigns, sells or transfers all of the Affiliated Leases, or all of its interests in the Leased Property under, and as defined in, the Affiliated Leases to such Permitted Third-Party Assignee, in whole and not in part, in connection with the assignment, sale or transfer of this Lease, or Tenant’s interest in the Leased Property, and (x) such Permitted Third-Party Assignee is not, and/or is not controlled by, in Landlord’s reasonable determination, a Person or Persons known in the community as being of bad moral character or who has been convicted of a felony on any state or federal court. Any sale, assignment, sublease, license, concession or transfer of this Lease without the prior written consent of Landlord to an assignment, transfer or subletting shall in no event be construed to relieve Tenant or such assignee or subtenant from the obligation of obtaining the express consent in writing of Landlord to any further assignment, transfer or subletting. For purposes of this Paragraph 15(a), a Change of Control which is not expressly permitted in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases shall be deemed to constitute a prohibited assignment of this Lease. Any assignment, transfer or sublease in violation of this Paragraph 15 shall be voidable at Landlord's ’s option. For purposes of this Paragraph, Landlord's consent shall conclusively be deemed reasonably withheld (i) if the proposed transfer would, in Landlord's judgment, violate the terms of any Facility Mortgage and Tenant has not obtained the written consent (in form satisfactory to Landlord) of the applicable Facility Mortgagee, or (ii) if the effect of any such transfer would adversely affect the status or the treatment of Landlord or its direct or indirect Parent as a real estate investment trust ("REIT") under applicable REIT regulations. Notwithstanding the foregoing, except as expressly provided in Paragraph 6 of the Agreement Regarding Leases, Landlord's consent shall not be required in connection with (x) any Permitted Transfer, (y) any Equity Transfer or (z) any Affiliate Transfer.