Common use of Permitted Assignments Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 40.1 and subject to compliance with all applicable Gaming Regulations, Tenant may, without Landlord’s prior written consent: : (ai) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all a Discretionary Transferee in conjunction with a sale by Tenant of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is assets relating to the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionFacilities; provided, that (1) such Discretionary Transferee becomes party to and bound by this Master Lease and agrees in each case writing to assume the successor tenant obligations of Tenant under this Master Lease without amendment or successor Tenant Party modification other than as provided below; (if not 2) the named Tenant herein, the “Unrelated Successor Tenant”) assumes all Parent Company of such Tenant’s obligations under the Master Lease Discretionary Transferee, if any, has become a Guarantor and provides a Guaranty; (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y3) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease; and (4) Landlord shall have received executed copies of all documents for such assignment; (ii) (x) assign this Master Lease by way of foreclosure of the Leasehold Estate or an assignment-in-lieu of foreclosure to any Person (any such foreclosure or assignment, including without limitation all rights a “Foreclosure Assignment”) or (y) undergo a Tenant Change of Landlord Control whereby a Person acquires beneficial ownership and all control of one hundred percent (100%) of the Equity Interests in Tenant as a result of the purchase at a foreclosure of a permitted pledge of the Equity Interests in Tenant or an assignment in lieu of such foreclosure (a “Foreclosure COC”) or (z) effect the first subsequent sale or assignment of the Leasehold Estate or Tenant Change of Control after a Foreclosure Assignment or a Foreclosure COC whereby a Person so acquires the Leasehold Estate or beneficial ownership and control of one hundred percent (100%) of the Equity Interests in Tenant or the Person who acquired the Leasehold Estate in connection with the Foreclosure Assignment, in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party, in each case if (1) such Person is a Discretionary Transferee, (2) such Discretionary Transferee agrees in writing to assume the obligations of Tenant under this Master Lease without amendment or modification other than as provided below (which written assumption may be made by a Subsidiary of a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Designee after a Foreclosure Assignment or Foreclosure COC) and (3) except in the case of a Permitted Leasehold Mortgagee Foreclosing Party, the Parent Company of (x) Tenant (after giving effect to the transfer or assignment) or (y) the entity that succeeds to the assets of Tenant, if any, has become a Guarantor and provided a Guaranty or, if such Discretionary Transferee does not have a Parent Company and such Discretionary Transferee has not assumed the obligations of Tenant under this Master Lease, such Discretionary Transferee has become a Guarantor and provided a Guaranty; (iii) assign Tenant’s Leasehold Estate in this Master Lease with respect to one or more individual Facilities to a Discretionary Transferee; provided, that (1) such Discretionary Transferee enters into a Separate Lease in accordance with Section 1.5 mutatis mutandis (and in such event Landlord will also enter into such Separate Lease and appropriate documentation to delete the assigned Facility from this Master Lease); (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty, (3) the use of each Facility continues to comply with the requirements of this Master Lease; (4) Landlord shall have received executed copies of all documents for such assignment; and (5) in no event shall Tenant be permitted to assign its Leasehold Estate pursuant to this clause (iii) with respect to more than one (1) Facility which is located in Las Vegas, Nevada and (A) during the first fifteen (15) Lease Years, more than two (2) Facilities that are not located in Las Vegas, Nevada and (B) during any Lease Year after the fifteenth (15th) Lease Year in addition to the rights set forth in the preceding clause (A) Tenant may assign Tenant’s Leasehold Estate with respect to one (1) additional Facility not located in Las Vegas, Nevada (for a total of three (3) such Facilities not located in Las Vegas, Nevada during the Term). Any termination of this Master Lease with respect to a Facility pursuant to the provisions of Section 7.2(d) shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii). In addition to the foregoing, the following provisions shall apply with respect to any Facility closed pursuant to the provisions of Section 7.2(d) (a “Voluntarily Closed Facility”): (a) a Voluntarily Closed Facility shall be deemed to have been assigned (i.e., shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)) only if Tenant (x) does not timely deliver to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility or (y) timely delivers to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility, but does not thereafter (i) commence operation of the Voluntarily Closed Facility prior to the expiration of ▇▇▇▇▇▇’s Recommencement Period, and (ii) continue to operate such Facility for at least ninety (90) consecutive days in accordance with the terms of this Master Lease; (b) if, during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), (x) Landlord does not terminate this Master Lease with respect to the Recapture SpaceVoluntarily Closed Facility pursuant to the provisions of Section 7.2(d) or (y) (i) Tenant seeks approval from Landlord to reopen the Voluntarily Closed Facility (which approval Landlord may grant or withhold in its sole and absolute discretion), Additional Recapture Space and (ii) Landlord approves such reopening, (iii) Tenant commences operation of the 100% Recapture Property Voluntarily Closed Facility prior to the date that is sixty (60) days after the date of Landlord’s approval of the reopening of the Voluntarily Closed Facility, and (ziv) Tenant continues to operate such Facility for ninety (90) consecutive days in accordance with the terms of this Master Lease, then, in the case of either clause (x) or (y) of this clause (b), the applicable Voluntarily Closed Facility shall no longer be deemed to have been assigned (i.e., shall no longer count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)). For the avoidance of doubt, if (I) during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), Landlord does not terminate this Master Lease with respect to subdivision the Voluntarily Closed Facility pursuant to the provisions of Section 7.2(d), and thereafter, Landlord elects to provide to Tenant another Voluntary Termination Notice, or (bII) Tenant reopened the applicable Facility as provided in clause (b)(y) above, if then, in each case, the identity applicable provisions of Section 7.2(d) and creditworthiness the applicable provisions of this Section 22.2(iii) shall again be applicable; (iv) assign this Master Lease, or Tenant’s Leasehold Estate in this Master Lease with respect to all, but not less than all, of the successor tenant Facilities, to Tenant’s Parent, a wholly-owned Subsidiary of Tenant’s Parent or a wholly-owned Subsidiary of Tenant; provided, (1) such assignee becomes party to and successor bound by this Master ▇▇▇▇▇ and agrees in writing to assume the obligations of Tenant under this Master Lease Guarantor without amendment or modification other than as provided below; (2) Tenant remains fully liable hereunder; (3) the use of the Leased Property continues to comply with the requirements of this Master Lease; and (4) Landlord shall have received executed copies of all documents for such assignment; and (v) pledge or mortgage its Leasehold Estate to a Permitted Leasehold Mortgagee and/or pledge the direct or indirect Equity Interests in Tenant to a Permitted Leasehold Mortgagee. Upon the effectiveness of any assignment permitted pursuant to this Section 22.2, such Discretionary Transferee or Permitted Leasehold Mortgagee Foreclosing Party (and, if applicable, its Parent Company) and Landlord and Tenant shall make such amendments and other modifications to this Master Lease as are reasonably requested by either party to give effect to such assignment and such technical amendments as may be necessary or appropriate in the reasonable opinion of such requesting party in connection with such assignment. After giving effect to any such assignment, unless the context otherwise requires, references to Tenant and ▇▇▇▇▇▇’s Parent hereunder shall be subject deemed to refer to the reasonable approval of Landlord and Landlord MortgageeDiscretionary Transferee (or Permitted Leasehold Mortgagee Foreclosing Party) or its Parent Company, as applicable.

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

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

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

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

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

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

Permitted Assignments. Notwithstanding 1675 Contractor shall have the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign right to Assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Agreement to any other solvent corporationcompany which is owned and 1676 controlled by Republic Services, partnershipInc., limited liability provided that: (i) such company or other legal entity that (1) acquires all or substantially is qualified to do business in 1677 California, and assumes in writing all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such TenantContractor’s obligations under this Agreement prior to, or 1678 concurrently with, such Assignment; and, (ii) the Master Lease (except corporate guaranty described in Section 8.20 remains 1679 in full force and effect and that any such Unrelated Successor Tenant Assignment shall have no adverse impact on the Rates charged or 1680 quality services provided under this Agreement. Contractor shall not be required otherwise Assign its rights nor 1681 delegate or otherwise transfer its obligations under this Agreement to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all any other Person without the 1682 prior written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignmentAuthority, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply provided consistent with the requirements of this Master LeaseSection 8.5.2. 1683 Any such assignment made without the written consent of Authority shall be void and the attempted 1684 assignment shall constitute a breach of this Agreement. 1685 B. Assignment Defined 1686 For the purpose of this section when used in reference to Contractor, “Assignment” shall include, but 1687 not be limited to: (i) a sale, exchange or other transfer of substantially all of Contractor’s assets 1688 dedicated to Service under this Agreement to a third party; (ii) a sale, change or other transfer of 1689 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may 1690 result in a change of control of Contractor; (iii) any dissolution, organization, consolidation, merger, re- 1691 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, 1692 liquidation or other transaction to which results in a change of Ownership or control of Contractor; (iv) 1693 any Assignment by operation of law, including without limitation all rights insolvency or bankruptcy, making Assignment for the 1694 benefit of Landlord and all obligations creditors, writ of Tenant with respect attachment for an execution being levied against this agreement, 1695 appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event 1696 of a probate proceeding; and, (v) any combination of the foregoing (whether or not in related or 1697 contemporaneous transactions) which has the effect of any such transfer or change of Ownership, or 1698 change of control of Contractor. 1699 Contractor acknowledges that this Agreement involves rendering a vital service to the Recapture SpaceAuthority’s 1700 residents and businesses, Additional Recapture Space and that the 100% Recapture Property Authority has selected Contractor to perform the Services 1701 specified Herein based on: (i) effective and responsible fashion, at all times in keeping with applicable 1702 environmental laws, regulations, and best management practices, and (zii) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Contractor’s obligations to the reasonable approval 1703 Authority under this Agreement. The Authority has relied on each of Landlord and Landlord Mortgageethese factors, among others, in 1704 choosing Contractor to perform the Services to be rendered by Contractor under this Agreement.

Permitted Assignments. Notwithstanding 1676 Contractor shall have the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign right to Assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Agreement to any other solvent corporationcompany which is owned and 1677 controlled by Republic Services, partnershipInc., limited liability provided that: (i) such company or other legal entity that (1) acquires all or substantially is qualified to do business in 1678 California, and assumes in writing all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such TenantContractor’s obligations under this Agreement prior to, or 1679 concurrently with, such Assignment; and, (ii) the Master Lease (except corporate guaranty described in Section 8.20 remains 1680 in full force and effect and that any such Unrelated Successor Tenant Assignment shall have no adverse impact on the Rates charged or 1681 quality services provided under this Agreement. Contractor shall not be required otherwise Assign its rights nor 1682 delegate or otherwise transfer its obligations under this Agreement to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all any other Person without the 1683 prior written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignmentAuthority, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply provided consistent with the requirements of this Master LeaseSection 8.5.2. 1684 Any such assignment made without the written consent of Authority shall be void and the attempted 1685 assignment shall constitute a breach of this Agreement. 1686 B. Assignment Defined 1687 For the purpose of this section when used in reference to Contractor, “Assignment” shall include, but 1688 not be limited to: (i) a sale, exchange or other transfer of substantially all of Contractor’s assets 1689 dedicated to Service under this Agreement to a third party; (ii) a sale, change or other transfer of 1690 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may 1691 result in a change of control of Contractor; (iii) any dissolution, organization, consolidation, merger, re- 1692 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, 1693 liquidation or other transaction to which results in a change of Ownership or control of Contractor; (iv) 1694 any Assignment by operation of law, including without limitation all rights insolvency or bankruptcy, making Assignment for the 1695 benefit of Landlord and all obligations creditors, writ of Tenant with respect attachment for an execution being levied against this agreement, 1696 appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event 1697 of a probate proceeding; and, (v) any combination of the foregoing (whether or not in related or 1698 contemporaneous transactions) which has the effect of any such transfer or change of Ownership, or 1699 change of control of Contractor. 1700 Contractor acknowledges that this Agreement involves rendering a vital service to the Recapture SpaceAuthority’s 1701 residents and businesses, Additional Recapture Space and that the 100% Recapture Property Authority has selected Contractor to perform the Services 1702 specified Herein based on: (i) effective and responsible fashion, at all times in keeping with applicable 1703 environmental laws, regulations, and best management practices, and (zii) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Contractor’s obligations to the reasonable approval 1704 Authority under this Agreement. The Authority has relied on each of Landlord and Landlord Mortgageethese factors, among others, in 1705 choosing Contractor to perform the Services to be rendered by Contractor under this Agreement.

Permitted Assignments. Notwithstanding 1879 Contractor shall have the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign right to Assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Agreement to any other solvent corporationcompany which is owned and 1880 controlled by Republic Services, partnershipInc., limited liability provided that: (i) such company or other legal entity that (1) acquires all or substantially is qualified to do business in 1881 California, and assumes in writing all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such TenantContractor’s obligations under this Agreement prior to, or 1882 concurrently with, such Assignment; and, (ii) the Master Lease (except corporate guaranty described in Section 8.20 remains 1883 in full force and effect and that any such Unrelated Successor Tenant Assignment shall have no adverse impact on the Rates charged or 1884 quality services provided under this Agreement. Contractor shall not be required otherwise Assign its rights nor 1885 delegate or otherwise transfer its obligations under this Agreement to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all any other Person without the 1886 prior written consent of the provisions of Sections 7.2 and 7.3). In the case of any such assignmentAuthority, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y) the use of the Demised Premises, except as expressly set forth above, shall continue to comply provided consistent with the requirements of this Master LeaseSection 8.5.2. 1887 Any such assignment made without the written consent of Authority shall be void and the attempted 1888 assignment shall constitute a breach of this Agreement. 1889 B. Assignment Defined 1890 For the purpose of this section when used in reference to Contractor, “Assignment” shall include, but 1891 not be limited to: (i) a sale, exchange or other transfer of substantially all of Contractor’s assets 1892 dedicated to Service under this Agreement to a third party; (ii) a sale, change or other transfer of 1893 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may 1894 result in a change of control of Contractor; (iii) any dissolution, organization, consolidation, merger, re- 1895 capitalization, stock issuance or reissuance, voting trust, pooling agreement, escrow arrangement, 1896 liquidation or other transaction to which results in a change of Ownership or control of Contractor; (iv) 1897 any Assignment by operation of law, including without limitation all rights insolvency or bankruptcy, making Assignment for the 1898 benefit of Landlord and all obligations creditors, writ of Tenant with respect attachment for an execution being levied against this agreement, 1899 appointment of a receiver taking possession of Contractor’s property, or transfer occurring in the event 1900 of a probate proceeding; and, (v) any combination of the foregoing (whether or not in related or 1901 contemporaneous transactions) which has the effect of any such transfer or change of Ownership, or 1902 change of control of Contractor. 1903 Contractor acknowledges that this Agreement involves rendering a vital service to the Recapture SpaceAuthority’s 1904 residents and businesses, Additional Recapture Space and that the 100% Recapture Property Authority has selected Contractor to perform the Services 1905 specified Herein based on: (i) effective and responsible fashion, at all times in keeping with applicable 1906 environmental laws, regulations, and best management practices, and (zii) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject Contractor’s obligations to the reasonable approval 1907 Authority under this Agreement. The Authority has relied on each of Landlord and Landlord Mortgageethese factors, among others, in 1908 choosing Contractor to perform the Services to be rendered by Contractor under this Agreement.

Permitted Assignments. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent: (a) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) consent assign or transfer all of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent Tenant with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) (A) has a net worth of not less than the net worth of Tenant as of the Commencement Date, and (B) assumes all of such Tenant’s obligations under the Master Lease (except that provided, that, notwithstanding any such Unrelated Successor assumption, Tenant shall not be required to operate a “Sears” or “Kmart” Storereleased from, but and shall otherwise comply with remain liable for, all obligations of the provisions of Sections 7.2 and 7.3Tenant under this Master Lease as provided in Section 9.16). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, and (y) the use of the Demised PremisesProperty, except as expressly set forth above, shall continue to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property and (z) with respect to subdivision (b) above, if the identity and creditworthiness of the successor tenant and successor Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.

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

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 15.1, Tenant may: (a) with Landlord’s prior written consent, which consent shall not be unreasonably withheld, allow to occur or undergo a Change in Control (including without limitation a transfer or assignment of this Master Lease to any third party in conjunction with a sale by Tenant of all or substantially all of Tenant’s assets relating to the Leased Assets); (b) without Landlord’s prior written consent: : (ai) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all of its rights and obligations under sublease the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) Leased Assets to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, Subsidiaries provided that: (2w) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any a sublease, such assignmentSubsidiary becomes a party to the Lease Guaranty as a Guarantor and in the case of an assignment of this Master Lease, becomes party to and bound by this Master Lease; (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a remains fully executed copy thereof, liable hereunder; (y) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Assets continues to comply with the requirements of this Master Lease, including without limitation all rights of Landlord and all obligations of Tenant with respect to the Recapture Space, Additional Recapture Space and the 100% Recapture Property ; and (z) with respect Landlord approves, in its reasonable discretion, the form and content of all documents for such assignment or sublease and receives an executed counterpart thereof; (ii) undergo a Change in Control of the type referred to subdivision in clause (biii) aboveof the definition of Change in Control (“Tenant COC”) if: (y) such Person acquiring such beneficial ownership or control is a Discretionary Transferee; and (z) the Parent Company of such Discretionary Transferee has become a Guarantor and provided a Lease Guaranty on terms reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Lease Guaranty on terms reasonably satisfactory to Landlord; (iii) assign this Master Lease to any Person in an assignment that does not constitute an assignment-in-lieu of foreclosure to any Person (any such assignment, a “Foreclosure Assignment”) if: (x) such Person is a Discretionary Transferee; (y) such Discretionary Transferee agrees in writing to assume the identity and creditworthiness obligations of the successor tenant and successor Tenant under this Master Lease Guarantor shall be subject to the reasonable approval of Landlord and Landlord Mortgagee.without amendment or modification other than as provided below; and

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 40.1 and subject to compliance with all applicable Gaming Regulations, Tenant may, without Landlord’s prior written consent: : (ai) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all a Discretionary Transferee in conjunction with a sale by Tenant of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is assets relating to the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionFacilities; provided, that (1) such Discretionary Transferee becomes party to and bound by this Master Lease and agrees in each case writing to assume the successor tenant obligations of Tenant under this Master Lease without amendment or successor Tenant Party modification other than as provided below; (if not 2) the named Tenant herein, the “Unrelated Successor Tenant”) assumes all Parent Company of such Tenant’s obligations under the Master Lease Discretionary Transferee, if any, has become a Guarantor and provides a Guaranty; (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y3) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease; and (4) Landlord shall have received executed copies of all documents for such assignment; (ii) (x) assign this Master Lease by way of foreclosure of the Leasehold Estate or an assignment-in-lieu of foreclosure to any Person (any such foreclosure or assignment, including without limitation all rights a “Foreclosure Assignment”) or (y) undergo a Tenant Change of Landlord Control whereby a Person acquires beneficial ownership and all control of one hundred percent (100%) of the Equity Interests in Tenant as a result of the purchase at a foreclosure of a permitted pledge of the Equity Interests in Tenant or an assignment in lieu of such foreclosure (a “Foreclosure COC”) or (z) effect the first subsequent sale or assignment of the Leasehold Estate or Tenant Change of Control after a Foreclosure Assignment or a Foreclosure COC whereby a Person so acquires the Leasehold Estate or beneficial ownership and control of one hundred percent (100%) of the Equity Interests in Tenant or the Person who acquired the Leasehold Estate in connection with the Foreclosure Assignment, in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party, in each case if (1) such Person is a Discretionary Transferee, (2) such Discretionary Transferee agrees in writing to assume the obligations of Tenant under this Master Lease without amendment or modification other than as provided below (which written assumption may be made by a Subsidiary of a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Designee after a Foreclosure Assignment or Foreclosure COC) and (3) except in the case of a Permitted Leasehold Mortgagee Foreclosing Party, the Parent Company of (x) Tenant (after giving effect to the transfer or assignment) or (y) the entity that succeeds to the assets of Tenant, if any, has become a Guarantor and provided a Guaranty or, if such Discretionary Transferee does not have a Parent Company and such Discretionary Transferee has not assumed the obligations of Tenant under this Master Lease, such Discretionary Transferee has become a Guarantor and provided a Guaranty; (iii) assign Tenant’s Leasehold Estate in this Master Lease with respect to one or more individual Facilities to a Discretionary Transferee; provided, that (1) such Discretionary Transferee enters into a Separate Lease in accordance with Section 1.5 mutatis mutandis (and in such event Landlord will also enter into such Separate Lease and appropriate documentation to delete the assigned Facility from this Master Lease); (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty, (3) the use of each Facility continues to comply with the requirements of this Master Lease; (4) Landlord shall have received executed copies of all documents for such assignment; and (5) in no event shall Tenant be permitted to assign its Leasehold Estate pursuant to this clause (iii) with respect to more than one (1) Facility which is located in Las Vegas, Nevada and (A) during the first fifteen (15) Lease Years, more than three (3) Facilities that are not located in Las Vegas, Nevada and (B) during any Lease Year after the fifteenth (15th) Lease Year in addition to the rights set forth in the preceding clause (A) Tenant may assign Tenant’s Leasehold Estate with respect to one (1) additional Facility not located in Las Vegas, Nevada (for a total of four (4) such Facilities not located in Las Vegas, Nevada during the Term). Any termination of this Master Lease with respect to a Facility pursuant to the provisions of Section 7.2(d) shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii). In addition to the foregoing, the following provisions shall apply with respect to any Facility closed pursuant to the provisions of Section 7.2(d) (a “Voluntarily Closed Facility”): (a) a Voluntarily Closed Facility shall be deemed to have been assigned (i.e., shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)) only if Tenant (x) does not timely deliver to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility or (y) timely delivers to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility, but does not thereafter (i) commence operation of the Voluntarily Closed Facility prior to the expiration of Tenant’s Recommencement Period, and (ii) continue to operate such Facility for at least ninety (90) consecutive days in accordance with the terms of this Master Lease; (b) if, during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), (x) Landlord does not terminate this Master Lease with respect to the Recapture SpaceVoluntarily Closed Facility pursuant to the provisions of Section 7.2(d) or (y) (i) Tenant seeks approval from Landlord to reopen the Voluntarily Closed Facility (which approval Landlord may grant or withhold in its sole and absolute discretion), Additional Recapture Space and (ii) Landlord approves such reopening, (iii) Tenant commences operation of the 100% Recapture Property Voluntarily Closed Facility prior to the date that is sixty (60) days after the date of Landlord’s approval of the reopening of the Voluntarily Closed Facility, and (ziv) Tenant continues to operate such Facility for ninety (90) consecutive days in accordance with the terms of this Master Lease, then, in the case of either clause (x) or (y) of this clause (b), the applicable Voluntarily Closed Facility shall no longer be deemed to have been assigned (i.e., shall no longer count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)). For the avoidance of doubt, if (I) during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), Landlord does not terminate this Master Lease with respect to subdivision the Voluntarily Closed Facility pursuant to the provisions of Section 7.2(d), and thereafter, Landlord elects to provide to Tenant another Voluntary Termination Notice, or (bII) Tenant reopened the applicable Facility as provided in clause (b)(y) above, if then, in each case, the identity applicable provisions of Section 7.2(d) and creditworthiness the applicable provisions of this Section 22.2(iii) shall again be applicable; (iv) assign this Master Lease, or Tenant’s Leasehold Estate in this Master Lease with respect to all, but not less than all, of the successor tenant Facilities, to Tenant’s Parent, a wholly-owned Subsidiary of Tenant’s Parent or a wholly-owned Subsidiary of Tenant; provided, (1) such assignee becomes party to and successor bound by this Master ▇▇▇▇▇ and agrees in writing to assume the obligations of Tenant under this Master Lease Guarantor shall be subject without amendment or modification other than as provided below; (2) Tenant remains fully liable hereunder; (3) the use of the Leased Property continues to comply with the reasonable approval requirements of Landlord and Landlord Mortgagee.this Master Lease; and

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

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 40.1 and subject to compliance with all applicable Gaming Regulations, Tenant may, without Landlord’s prior written consent: : (ai) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all a Discretionary Transferee in conjunction with a sale by Tenant of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is assets relating to the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionFacilities; provided, that (1) such Discretionary Transferee becomes party to and bound by this Master Lease and agrees in each case writing to assume the successor tenant obligations of Tenant under this Master Lease without amendment or successor Tenant Party modification other than as provided below; (if not 2) the named Tenant herein, the “Unrelated Successor Tenant”) assumes all Parent Company of such Tenant’s obligations under the Master Lease Discretionary Transferee, if any, has become a Guarantor and provides a Guaranty; (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y3) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease; and (4) Landlord shall have received executed copies of all documents for such assignment; (ii) (x) assign this Master Lease by way of foreclosure of the Leasehold Estate or an assignment-in-lieu of foreclosure to any Person (any such foreclosure or assignment, including without limitation all rights a “Foreclosure Assignment”) or (y) undergo a Tenant Change of Landlord Control whereby a Person acquires beneficial ownership and all control of one hundred percent (100%) of the Equity Interests in Tenant as a result of the purchase at a foreclosure of a permitted pledge of the Equity Interests in Tenant or an assignment in lieu of such foreclosure (a “Foreclosure COC”) or (z) effect the first subsequent sale or assignment of the Leasehold Estate or Tenant Change of Control after a Foreclosure Assignment or a Foreclosure COC whereby a Person so acquires the Leasehold Estate or beneficial ownership and control of one hundred percent (100%) of the Equity Interests in Tenant or the Person who acquired the Leasehold Estate in connection with the Foreclosure Assignment, in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party, in each case if (1) such Person is a Discretionary Transferee, (2) such Discretionary Transferee agrees in writing to assume the obligations of Tenant under this Master Lease without amendment or modification other than as provided below (which written assumption may be made by a Subsidiary of a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Designee after a Foreclosure Assignment or Foreclosure COC) and (3) except in the case of a Permitted Leasehold Mortgagee Foreclosing Party, the Parent Company of (x) Tenant (after giving effect to the transfer or assignment) or (y) the entity that succeeds to the assets of Tenant, if any, has become a Guarantor and provided a Guaranty or, if such Discretionary Transferee does not have a Parent Company and such Discretionary Transferee has not assumed the obligations of Tenant under this Master Lease, such Discretionary Transferee has become a Guarantor and provided a Guaranty; (iii) assign Tenant’s Leasehold Estate in this Master Lease with respect to one or more individual Facilities to a Discretionary Transferee; provided, that (1) such Discretionary Transferee enters into a Separate Lease in accordance with Section 1.5 mutatis mutandis (and in such event Landlord will also enter into such Separate Lease and appropriate documentation to delete the assigned Facility from this Master Lease); (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty, (3) the use of each Facility continues to comply with the requirements of this Master Lease; (4) Landlord shall have received executed copies of all documents for such assignment; and (5) in no event shall Tenant be permitted to assign its Leasehold Estate pursuant to this clause (iii) with respect to more than one (1) Facility which is located in Las Vegas, Nevada and (A) during the first fifteen (15) Lease Years, more than three (3) Facilities that are not located in Las Vegas, Nevada and (B) during any Lease Year after the fifteenth (15th) Lease Year in addition to the rights set forth in the preceding clause (A) Tenant may assign Tenant’s Leasehold Estate with respect to one (1) additional Facility not located in Las Vegas, Nevada (for a total of four (4) such Facilities not located in Las Vegas, Nevada during the Term). Any termination of this Master Lease with respect to a Facility pursuant to the provisions of Section 7.2(d) shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii). In addition to the foregoing, the following provisions shall apply with respect to any Facility closed pursuant to the provisions of Section 7.2(d) (a “Voluntarily Closed Facility”): (a) a Voluntarily Closed Facility shall be deemed to have been assigned (i.e., shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)) only if Tenant (x) does not timely deliver to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility or (y) timely delivers to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility, but does not thereafter (i) commence operation of the Voluntarily Closed Facility prior to the expiration of Tenant’s Recommencement Period, and (ii) continue to operate such Facility for at least ninety (90) consecutive days in accordance with the terms of this Master Lease; (b) if, during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), (x) Landlord does not terminate this Master Lease with respect to the Recapture SpaceVoluntarily Closed Facility pursuant to the provisions of Section 7.2(d) or (y) (i) Tenant seeks approval from Landlord to reopen the Voluntarily Closed Facility (which approval Landlord may grant or withhold in its sole and absolute discretion), Additional Recapture Space and (ii) Landlord approves such reopening, (iii) Tenant commences operation of the 100% Recapture Property Voluntarily Closed Facility prior to the date that is sixty (60) days after the date of Landlord’s approval of the reopening of the Voluntarily Closed Facility, and (ziv) Tenant continues to operate such Facility for ninety (90) consecutive days in accordance with the terms of this Master Lease, then, in the case of either clause (x) or (y) of this clause (b), the applicable Voluntarily Closed Facility shall no longer be deemed to have been assigned (i.e., shall no longer count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)). For the avoidance of doubt, if (I) during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), Landlord does not terminate this Master Lease with respect to subdivision the Voluntarily Closed Facility pursuant to the provisions of Section 7.2(d), and thereafter, Landlord elects to provide to Tenant another Voluntary Termination Notice, or (bII) Tenant reopened the applicable Facility as provided in clause (b)(y) above, if then, in each case, the identity applicable provisions of Section 7.2(d) and creditworthiness the applicable provisions of this Section 22.2(iii) shall again be applicable; (iv) assign this Master Lease, or Tenant’s Leasehold Estate in this Master Lease with respect to all, but not less than all, of the successor tenant Facilities, to Tenant’s Parent, a wholly-owned Subsidiary of Tenant’s Parent or a wholly-owned Subsidiary of Tenant; provided, (1) such assignee becomes party to and successor bound by this Master ▇▇▇▇▇ and agrees in writing to assume the obligations of Tenant under this Master Lease Guarantor without amendment or modification other than as provided below; (2) Tenant remains fully liable hereunder; (3) the use of the Leased Property continues to comply with the requirements of this Master Lease; and (4) Landlord shall have received executed copies of all documents for such assignment; and (v) pledge or mortgage its Leasehold Estate to a Permitted Leasehold Mortgagee and/or pledge the direct or indirect Equity Interests in Tenant to a Permitted Leasehold Mortgagee. Upon the effectiveness of any assignment permitted pursuant to this Section 22.2, such Discretionary Transferee or Permitted Leasehold Mortgagee Foreclosing Party (and, if applicable, its Parent Company) and Landlord and Tenant shall make such amendments and other modifications to this Master Lease as are reasonably requested by either party to give effect to such assignment and such technical amendments as may be necessary or appropriate in the reasonable opinion of such requesting party in connection with such assignment. After giving effect to any such assignment, unless the context otherwise requires, references to Tenant and ▇▇▇▇▇▇’s Parent hereunder shall be subject deemed to refer to the reasonable approval of Landlord and Landlord MortgageeDiscretionary Transferee (or Permitted Leasehold Mortgagee Foreclosing Party) or its Parent Company, as applicable.

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 40.1, provided that, except in the case of Section 22.2(c)(iv), there is no Event of Default then continuing, Tenant may, without : (a) with Landlord’s prior written consent: , which consent shall not be unreasonably withheld, allow to occur or undergo a Change in Control (a) assign including without limitation a transfer or assignment of this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all third party in conjunction with a sale by Tenant of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of Tenant’s assets relating to the assets of Facility); (b) without L▇▇▇▇▇▇▇’s prior written consent, following the Rent Conversion Trigger Date, assign this Lease or sublease the Leased Property to Tenant’s Parent, (2) is the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization wholly-owned Subsidiary of Tenant’s Parent with or a solvent corporation, partnership or other legal entity, in each case wholly-owned Subsidiary of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transaction; provided, that in each case the successor tenant or successor Tenant Party (if not the named Tenant herein, the “Unrelated Successor Tenant”) assumes all of such Tenant’s obligations under the Master Lease (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 following are first satisfied: (w) such Affiliate becomes a party to the Guaranty as a Guarantor and 7.3). In in the case of any such assignmentan assignment of this Lease, becomes party to and bound by this Lease; (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a remains fully executed copy thereof, liable hereunder; (y) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease; and (z) Landlord in its reasonable discretion shall have approved the form and content of all documents for such assignment or sublease and received an executed counterpart thereof; and (c) without Landlord’s prior written consent: (i) undergo a Change in Control of the type referred to in clauses (ii)(a) or (ii)(b) of the definition of Change in Control (such Change in Control, including without limitation all rights a “Tenant Parent COC”) if (1) a Person acquiring such beneficial ownership or control is a Discretionary Transferee and (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and all obligations provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord; (ii) undergo a Change in Control whereby a Person acquires beneficial ownership and control of 100% of the Equity Interests in Tenant in connection with a Change in Control that does not constitute a Tenant Parent COC or a Foreclosure COC (such Change in Control, a “Tenant COC”) if (1) such Person is a Discretionary Transferee, (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms reasonably satisfactory to Landlord, and (3) the Adjusted Revenue to Rent Ratio with respect to the Recapture SpaceFacility (determined at the proposed effective time of the Change in Control) for the then most recently preceding four (4) fiscal quarters for which financial statements are available is at least 1.4:1; (iii) following the Rent Conversion Trigger Date, Additional Recapture Space assign this Lease to any Person in an assignment that does not constitute a Foreclosure Assignment if (1) such Person is a Discretionary Transferee, (2) such Discretionary Transferee agrees in writing to assume the obligations of the Tenant under this Lease without amendment or modification other than as provided below, (3) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the 100% Recapture Property Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord, and (z4) the Adjusted Revenue to Rent Ratio with respect to subdivision the Facility (bdetermined at the proposed effective time of the assignment) abovefor the then most recently preceding four (4) fiscal quarters for which financial statements are available is at least 1.4:1; (iv) to the extent such Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee is in compliance with the requirements of ARTICLE XVII applicable to it (including the requirements to cure any Events of Default that such Permitted Leasehold Mortgagee is required to cure in accordance therewith) (A) assign this Lease by way of foreclosure of the Leasehold Estate, an assignment-in-lieu of foreclosure to any Person or an assignment (by sale or through a plan of reorganization) pursuant to any applicable bankruptcy or insolvency law to any Person, (any such assignment, a “Foreclosure Assignment”) or (B) undergo a Change in Control whereby a Person acquires beneficial ownership and control of 100% of the Equity Interests in Tenant as a result of the purchase at a foreclosure on a permitted pledge of, or an assignment (by sale or through a plan of reorganization) pursuant to any applicable bankruptcy or insolvency law to any Person of, the Equity Interests in Tenant or an assignment in lieu of such foreclosure (a “Foreclosure COC”) or (C) effect the first subsequent sale or assignment of the Leasehold Estate or Change in Control after a Foreclosure Assignment or a Foreclosure COC whereby a Person so acquires the Leasehold Estate or beneficial ownership and control of 100% of the Equity Interests in Tenant or the Person who acquired the Leasehold Estate in connection with the Foreclosure Assignment, in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party, to the extent such Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee has been diligently attempting to expedite such first subsequent sale from the time it has initiated foreclosure proceedings taking into account the interest of such Permitted Leasehold Mortgagee or Permitted Leasehold Mortgagee Designee in maximizing the proceeds of such disposition if (1) such Person is a Discretionary Transferee, (2) in the case of any Foreclosure Assignment, if such Discretionary Transferee is not a Permitted Leasehold Mortgagee Designee such Discretionary Transferee agrees in writing to assume the obligations of the Tenant under this Lease and the Development Agreement without amendment or modification other than as provided below (which written assumption, in the case of a Permitted Leasehold Mortgagee Foreclosing Party, may be made by a Subsidiary of a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Designee) and (3) if such Discretionary Transferee is not a Permitted Leasehold Mortgagee Foreclosing Party, the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord; provided, however, for the avoidance of doubt, nothing in this Section 22.2(c)(iv) shall be construed as, or deemed, a waiver of, such Permitted Leasehold Mortgagee’s obligations to assume this Lease and the Development Agreement pursuant to Section 17.1 in connection with the exercise of its remedies under the applicable Permitted Leasehold Mortgage; and (v) undergo a Change in Control of the type referred to in clause (i) of the definition of Change in Control (such Change in Control, a “OCR COC”) if the transfer satisfies the following requirements: (i) following the consummation of the OCR COC, no Permitted Holder shall beneficially own, directly or indirectly 51% or more of the Equity Interests in Tenant’s Parent or hold the voting power to appoint a majority of the board of directors or equivalent body of Tenant’s Parent (collectively, a beneficial interest of at least 51% of the Equity Interests in Tenant’s Parent and the voting power to appoint a majority of the board of directors or equivalent body of Tenant’s Parent being hereinafter the “Controlling Interest”), (ii) the Controlling Interest is transferred to a single Person that is a Discretionary Transferee, and (iii) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord or, if such Discretionary Transferee does not have a Parent Company, such Discretionary Transferee has become a Guarantor and provided a Guaranty on terms substantially similar to the Guaranty or otherwise reasonably satisfactory to Landlord; provided that no such Change in Control or assignment referred to in this Section 22.2(c) shall be permitted without Landlord’s prior written consent unless, and in which case such consent shall not be unreasonably withheld, (A) the use of the Leased Property at the time of such Change in Control or assignment and immediately after giving effect thereto is permitted by Section 7.2 hereof, and (B) Landlord in its reasonable discretion shall have approved the form and content of all documents for such assignment and assumption and received an executed counterpart thereof (provided no such approval shall be required in the case of a Tenant Parent COC or a Tenant COC, so long as (A) Tenant remains obligated under this Lease and the Guaranty remains in effect except with respect to any release permitted thereunder, (B) the requirements for a Guaranty from the Parent Company or Discretionary Transferee under clause (i) or (ii) above are met, and (C) any modifications to this Lease required pursuant to the next succeeding paragraph are made); and (d) without Landlord’s prior written consent, pledge or mortgage its Leasehold Estate to a Permitted Leasehold Mortgagee and permit a pledge of the equity interests in Tenant to be pledged to a Permitted Leasehold Mortgagee in accordance with Section 17.1. Upon the effectiveness of any Change in Control or assignment permitted pursuant to this Section 22.2, such Discretionary Transferee (and, if applicable, its Parent Company) and Landlord shall make such amendments and other modifications to this Lease as are reasonably requested by either party to give effect to such Change in Control or assignment and such technical amendments as may be necessary or appropriate in the reasonable opinion of such requesting party in connection with such Change in Control or assignment including, without limitation, changes to the definition of Change in Control to substitute the Parent Company (or, if the identity Discretionary Transferee does not have a Parent Company, the Discretionary Transferee) for Tenant’s Parent therein and creditworthiness in the provisions of this Lease regarding delivery of financial statements and other reporting requirements with respect to Tenant’s Parent. After giving effect to any such Change in Control or assignment, unless the successor tenant context otherwise requires, references to Tenant and successor Lease Guarantor T▇▇▇▇▇’s Parent hereunder shall be subject deemed to refer to the reasonable approval of Landlord and Landlord MortgageeDiscretionary Transferee or its Parent Company, as applicable.

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

Permitted Assignments. Notwithstanding the foregoing, and subject to Section 40.1 and subject to compliance with all applicable Gaming Regulations, Tenant may, without Landlord’s prior written consent: : (ai) assign this Master Lease to Tenant’s Parent or any Subsidiary thereof; or (b) assign or transfer all a Discretionary Transferee in conjunction with a sale by Tenant of its rights and obligations under the Master Lease (either directly or indirectly, by operation of law or through a merger or other corporate transaction) to any other solvent corporation, partnership, limited liability company or other legal entity that (1) acquires all or substantially all of the assets of Tenant’s Parent, (2) is assets relating to the surviving entity of a merger with Tenant’s Parent, or (3) results from a consolidation, reorganization or recapitalization of Tenant’s Parent with a solvent corporation, partnership or other legal entity, in each case of subclauses (1), (2) and (3), provided the surviving entity has a net worth of not less than the net worth of Tenant’s Parent as of immediately prior such merger or other corporate transaction, after giving effect to any financing provided or contemplated in such merger or corporate transactionFacilities; provided, that (1) such Discretionary Transferee becomes party to and bound by this Master Lease and agrees in each case writing to assume the successor tenant obligations of Tenant under this Master Lease without amendment or successor Tenant Party modification other than as provided below; (if not 2) the named Tenant herein, the “Unrelated Successor Tenant”) assumes all Parent Company of such Tenant’s obligations under the Master Lease Discretionary Transferee, if any, has become a Guarantor and provides a Guaranty; (except that any such Unrelated Successor Tenant shall not be required to operate a “Sears” or “Kmart” Store, but shall otherwise comply with all of the provisions of Sections 7.2 and 7.3). In the case of any such assignment, (x) each Lease Guarantor (or the successor to each Lease Guarantor) shall reaffirm the Lease Guaranty (if it is not the successor to Tenant under the Master Lease) in a written instrument for the express benefit of Landlord in form and content reasonably satisfactory to Landlord and Landlord shall receive a fully executed copy thereof, (y3) the use of the Demised Premises, except as expressly set forth above, shall continue Leased Property continues to comply with the requirements of this Master Lease; and (4) Landlord shall have received executed copies of all documents for such assignment; (ii) (x) assign this Master Lease by way of foreclosure of the Leasehold Estate or an assignment-in-lieu of foreclosure to any Person (any such foreclosure or assignment, including without limitation all rights a “Foreclosure Assignment”) or (y) undergo a Tenant Change of Landlord Control whereby a Person acquires beneficial ownership and all control of one hundred percent (100%) of the Equity Interests in Tenant as a result of the purchase at a foreclosure of a permitted pledge of the Equity Interests in Tenant or an assignment in lieu of such foreclosure (a “Foreclosure COC”) or (z) effect the first subsequent sale or assignment of the Leasehold Estate or Tenant Change of Control after a Foreclosure Assignment or a Foreclosure COC whereby a Person so acquires the Leasehold Estate or beneficial ownership and control of one hundred percent (100%) of the Equity Interests in Tenant or the Person who acquired the Leasehold Estate in connection with the Foreclosure Assignment, in each case, effected by a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Foreclosing Party, in each case if (1) such Person is a Discretionary Transferee, (2) such Discretionary Transferee agrees in writing to assume the obligations of Tenant under this Master Lease without amendment or modification other than as provided below (which written assumption may be made by a Subsidiary of a Permitted Leasehold Mortgagee or a Permitted Leasehold Mortgagee Designee after a Foreclosure Assignment or Foreclosure COC) and (3) except in the case of a Permitted Leasehold Mortgagee Foreclosing Party, the Parent Company of (x) Tenant (after giving effect to the transfer or assignment) or (y) the entity that succeeds to the assets of Tenant, if any, has become a Guarantor and provided a Guaranty or, if such Discretionary Transferee does not have a Parent Company and such Discretionary Transferee has not assumed the obligations of Tenant under this Master Lease, such Discretionary Transferee has become a Guarantor and provided a Guaranty; (iii) assign Tenant’s Leasehold Estate in this Master Lease with respect to one or more individual Facilities to a Discretionary Transferee; provided, that (1) such Discretionary Transferee enters into a Separate Lease in accordance with Section 1.5 mutatis mutandis (and in such event Landlord will also enter into such Separate Lease and appropriate documentation to delete the assigned Facility from this Master Lease); (2) the Parent Company of such Discretionary Transferee, if any, has become a Guarantor and provided a Guaranty, (3) the use of each Facility continues to comply with the requirements of this Master Lease; (4) Landlord shall have received executed copies of all documents for such assignment; and (5) in no event shall Tenant be permitted to assign its Leasehold Estate pursuant to this clause (iii) with respect to more than one (1) Facility which is located in Las Vegas, Nevada and (A) during the first fifteen (15) Lease Years, more than two (2) Facilities that are not located in Las Vegas, Nevada and (B) during any Lease Year after the fifteenth (15th) Lease Year in addition to the rights set forth in the preceding clause (A) Tenant may assign Tenant’s Leasehold Estate with respect to one (1) additional Facility not located in Las Vegas, Nevada (for a total of three (3) such Facilities not located in Las Vegas, Nevada during the Term). Any termination of this Master Lease with respect to a Facility pursuant to the provisions of Section 7.2(d) shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii). In addition to the foregoing, the following provisions shall apply with respect to any Facility closed pursuant to the provisions of Section 7.2(d) (a “Voluntarily Closed Facility”): (a) a Voluntarily Closed Facility shall be deemed to have been assigned (i.e., shall count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)) only if Tenant (x) does not timely deliver to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility or (y) timely delivers to Landlord ▇▇▇▇▇▇’s Notice of Intent pursuant to Section 7.2(d), stating that Tenant intends to again operate the Voluntarily Closed Facility, but does not thereafter (i) commence operation of the Voluntarily Closed Facility prior to the expiration of Tenant’s Recommencement Period, and (ii) continue to operate such Facility for at least ninety (90) consecutive days in accordance with the terms of this Master Lease; (b) if, during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), (x) Landlord does not terminate this Master Lease with respect to the Recapture SpaceVoluntarily Closed Facility pursuant to the provisions of Section 7.2(d) or (y) (i) Tenant seeks approval from Landlord to reopen the Voluntarily Closed Facility (which approval Landlord may grant or withhold in its sole and absolute discretion), Additional Recapture Space and (ii) Landlord approves such reopening, (iii) Tenant commences operation of the 100% Recapture Property Voluntarily Closed Facility prior to the date that is sixty (60) days after the date of Landlord’s approval of the reopening of the Voluntarily Closed Facility, and (ziv) Tenant continues to operate such Facility for ninety (90) consecutive days in accordance with the terms of this Master Lease, then, in the case of either clause (x) or (y) of this clause (b), the applicable Voluntarily Closed Facility shall no longer be deemed to have been assigned (i.e., shall no longer count as an assignment of the applicable Facility for the purposes of clause (5) of this Section 22.2(iii)). For the avoidance of doubt, if (I) during the Re-Tenanting Period (plus the Replacement Lease Closing Period, if applicable), Landlord does not terminate this Master Lease with respect to subdivision the Voluntarily Closed Facility pursuant to the provisions of Section 7.2(d), and thereafter, Landlord elects to provide to Tenant another Voluntary Termination Notice, or (bII) Tenant reopened the applicable Facility as provided in clause (b)(y) above, if then, in each case, the identity applicable provisions of Section 7.2(d) and creditworthiness the applicable provisions of this Section 22.2(iii) shall again be applicable; (iv) assign this Master Lease, or Tenant’s Leasehold Estate in this Master Lease with respect to all, but not less than all, of the successor tenant Facilities, to Tenant’s Parent, a wholly-owned Subsidiary of Tenant’s Parent or a wholly-owned Subsidiary of Tenant; provided, (1) such assignee becomes party to and successor bound by this Master ▇▇▇▇▇ and agrees in writing to assume the obligations of Tenant under this Master Lease Guarantor without amendment or modification other than as provided below; (2) Tenant remains fully liable hereunder; (3) the use of the Leased Property continues to comply with the requirements of this Master Lease; and (4) Landlord shall have received executed copies of all documents for such assignment; and (v) pledge or mortgage its Leasehold Estate to a Permitted Leasehold Mortgagee and/or pledge the direct or indirect Equity Interests in Tenant to a Permitted Leasehold Mortgagee. Upon the effectiveness of any assignment permitted pursuant to this Section 22.2, such Discretionary Transferee or Permitted Leasehold Mortgagee Foreclosing Party (and, if applicable, its Parent Company) and Landlord and Tenant shall make such amendments and other modifications to this Master Lease as are reasonably requested by either party to give effect to such assignment and such technical amendments as may be necessary or appropriate in the reasonable opinion of such requesting party in connection with such assignment. After giving effect to any such assignment, unless the context otherwise requires, references to Tenant and ▇▇▇▇▇▇’s Parent hereunder shall be subject deemed to refer to the reasonable approval of Landlord and Landlord MortgageeDiscretionary Transferee (or Permitted Leasehold Mortgagee Foreclosing Party) or its Parent Company, as applicable.

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

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