Common use of Subletting and Assignment Clause in Contracts

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Sections 16.2, Tenant shall not, without Landlord's prior written consent (which may be given or withheld by Landlord in its sole discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Agreement or sublet sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be directly or indirectly owned by DSTS Holding, Inc. or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not owned by DSTS Holding, Inc. or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement. (b) sublet any retail If this Agreement is assigned or restaurant portion of if the Leased Improvements in the normal course of the Primary Intended Use; provided that Property or any subletting to any party part thereof is sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one such subletting, or Tenant) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms violation of this Lease on Agreement, Landlord may collect the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. (c) No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), may (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Notwithstanding the foregoing, any such assignment or sublet shall be subject to the terms of the Loan Documents. Any sublet or assignment in violation of the requirements of this Article 20 shall be null and void.

Subletting and Assignment. Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Section 25.4, and Section 25.1.11 below, Tenant shall have no right, directly or indirectly, to assign this Lease in part under any circumstances. Subject to the foregoing, except as expressly provided herein, Tenant shall not, without the prior written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Lease in whole or in part or sublease all or any part of any Leased Property or suffer or permit this Lease or the leasehold estate created hereby or thereby or any other rights arising under this Lease to be assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily or by operation of law, or permit the use or occupancy of any Leased Property to be offered or advertised for assignment or subletting except as hereinafter provided. For purposes of this Section 25.1, an assignment of this Lease shall be deemed to include any change in control of any Tenant, as if such change in control or transaction were an assignment of this Lease. Changes in control of any Tenant shall include, without limitation, (a) a change in the composition of the board of directors of any Tenant or any Guarantor such that at the end of any period of twelve (12) consecutive months the persons constituting a majority of such board of directors are not the same as the persons constituting a majority at the start of such period (or persons appointed by such majority), (b) the sale or other disposition of (i) all or any part of its interest in any Guarantor or (ii) all or substantially all of the assets of any Guarantor or any Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (c) a merger or consolidation involving any Guarantor or any Tenant, which results in the stockholders of any Guarantor or any Tenant immediately prior to such event owning less than 50% of the capital stock of the surviving entity or any public parent of the surviving entity. For purposes of this Section 25.1, a sublease of all or any part of any Leased Property shall be deemed to include any concessionaire agreement, license agreement or other agreement involving use or possession of all or any part of any Leased Property. Section 25.1.2 Subject to the provisions of Article 19 and Section 20.2 25.3 below and any other express conditions or limitations set forth herein, Lessee so long as no Event of Default has occurred and is continuing hereunder, Tenant may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (ai) assign this Lease in its entirety or sublet all or any part of the any Leased Property to an any Affiliate of LesseeTenant, or (bii) sublet any retail or restaurant portion up to an aggregate of 20% of the Leased Improvements rentable square footage of any Facility (x) in the normal course of the Primary Intended Use; Use such as but not limited to leasing of space for major moveable equipment or functional departments such as pathology, pharmacy and radiology, or (y) to concessionaires or other third party users or operators of portions of the Leased Property, provided that, in the case of both clauses (i) and (ii) above, the assignee or subtenant in question is duly licensed and possessed of all Authorizations necessary for the conduct of its activities and the operation of such Leased Property or portion thereof in accordance with all applicable laws. So long as no Event of Default has occurred and is continuing hereunder, Lessor shall not unreasonably withhold, delay or condition its consent to any other subletting of the Leased Properties in whole or in part or assignment of this Lease in its entirety, provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, (1) the sublessee subtenant shall comply with the provisions of Section 20.225.2, and (2) if the subtenant is an Affiliate of any Tenant, the subtenant shall execute and deliver to Lessor a Lease Guaranty in accordance with Section 40.12 hereof, (b) the assignee or subtenant (1) shall be a creditworthy entity with sufficient financial stability to satisfy its obligations under the Lease, (2) shall have not less than four years experience in operating health care facilities for the purpose of the applicable Facility’s Primary Intended Use, (3) has a favorable business and operational reputation and character, (4) has all licenses, permits, approvals and other Authorizations required to operate the Leased Property(ies) in question for the Primary Intended Use (or any other use permitted under the terms of this Lease), and (5) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Tenant to be kept and performed and shall be, and become, jointly and severally liable with Lessee Tenant for the performance thereof. Notwithstanding , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the abovecase may be, Lessee may assign in the Lease form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (d) in case of either an assignment or subletting made during the Termsubletting, Lessee Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Tenant hereunder. An original counterpart Lessor’s obligation to consent to a subletting or assignment is subject to any reasonable approval rights of each any Facility Mortgagee. Section 25.1.3 If this Lease is assigned or if any Leased Property or any part thereof is sublet (or occupied by any entity other than Tenant and its employees), Lessor, after an Event of Default occurs and so long as it is continuing, may collect the rents from such sublease and assignment and assumptionassignee, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in form Section 25.1.1, the acceptance by Lessor of such assignee, subtenant or occupant, as the case may be, as a tenant or release of Tenant from the future performance of its covenants, agreements or obligations contained in this Lease. Section 25.1.4 No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and substance no consent to any subletting or assignment in any particular instance shall be deemed a waiver of the prohibition set forth in this Section 25.1. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s interest in this Lease in contravention of this Section 25.1 shall be void at Lessor’s option. Section 25.1.5 If Tenant shall desire to assign this Lease or sublet all (but not a portion) of any Leased Property other than an assignment or sublease to an Affiliate, it shall first submit in writing to Lessor a notice (“Tenant’s Notice”) indicating (a) the name of the proposed assignee or subtenant, (b) the material terms of the proposed assignment or sublease, (c) the nature and character of the business which the proposed assignee or subtenant will conduct at the applicable Leased Property, (d) reasonable financial data concerning the proposed assignee or subtenant, and (e) the effective date of the proposed assignment or the commencement date and expiration date of the proposed sublease. Tenant shall additionally submit to Lessor any other information concerning the proposed assignment or sublease which Lessor may reasonably request and, prior to the effective date of any assignment permitted hereunder or the commencement date of any sublease permitted hereunder, Tenant shall deliver to Lessor evidence reasonably satisfactory to Lessor that the assignee or subtenant has all licenses, permits, approvals and other Authorizations necessary to operate each Leased Property for the Primary Intended Use (or any other use permitted under the terms of this Lease). Except to the extent such subletting or assignment is authorized under Section 25.1.11 below, if such notice is given, Lessor may, at its option, terminate this Lease as to the applicable Leased Property, in which event, the provisions of Section 40.16 hereof shall apply. Lessor shall exercise its option by notice to Tenant within 30 days after Tenant’s Notice (or receipt by Lessor of all information reasonably requested by Lessor pursuant to this Section 25.1.5), and during such 30-day period, Tenant shall not have the right to assign this Lease or sublet such space. Section 25.1.6 If Lessor exercises its option under Section 25.1.5 to terminate this Lease, this Lease shall terminate (either as to each Leased Property or as to the applicable Leased Property, whichever is applicable) on the date which is 60 days following Tenant’s Notice or on such later date as may be specified in Tenant’s Notice, all Rent allocable to the Leased Property(ies) in question in accordance with Section 16.9 hereof shall be paid and apportioned to the date of such termination and the provisions of Section 40.16 hereof shall apply in the event this Lease remains in effect as to any Leased Properties. If Lessor shall exercise its options under Section 25.1.5, Lessor may, and shall have no liability to Tenant if Lessor shall, lease to Tenant’s prospective subtenant or assignee. Section 25.1.7 (a) Except in the case of an assignment or sublet pursuant to Section 25.1.2(i) hereof and subject to subsections (b) and (c) below, Tenant shall pay to Lessor, as Additional Charges, (i) as and when received by Tenant, 80% of any consideration (including, without limitation, capital stock, stock options or warrants, license fees and all other forms of remuneration) received on account of any assignment and (ii) 80% (50%, rather than 80%, in the case of the existing subleases scheduled on Schedule 25.1.7 attached hereto and made a part hereof, as such subleases were in effect on December 14, 2000 and only for the remaining term thereof, it being agreed that, if any such sublease was or is extended (other than pursuant to the terms of sublease extension rights in existence as of December 14, 2000), or after December 14, 2000 was or is materially amended, for the extension term, or after any such material amendment, the applicable percentage in this subsection (ii) shall be delivered promptly to Lessor.80%, not 50%) of the excess of:

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that Property, or any subletting to any party portion thereof, by anyone other than an Affiliate Tenant, any Manager approved by Landlord pursuant to the applicable provisions of Lessee shall not individually as to any one such sublettingthis Agreement or residents and patients of Tenant, or in the aggregateLeased Property, materially diminish the actual or potential Percentage Rent payable under this Leaseany portion thereof, to be offered or advertised for assignment or subletting. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms For purposes of this Lease on the part Section 16.1, an assignment of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and this Agreement shall be and become jointly and severally liable with Lessee for deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the performance Leased Property, or any portion thereof. In case , is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of either an assignment Tenant), Landlord may collect the rents from such assignee, subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to LessorLandlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be delivered promptly in form and substance satisfactory to LessorLandlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (iv) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that Property, or any subletting to any party portion thereof, by anyone other than an Affiliate Tenant or any Manager approved by Landlord pursuant to the applicable provisions of Lessee shall not individually as to any one such sublettingthis Agreement, or in the aggregateLeased Property, materially diminish the actual or potential Percentage Rent payable under this Leaseany portion thereof, to be offered or advertised for assignment or subletting. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms For purposes of this Lease on the part Section 16.1, an assignment of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and become jointly and severally liable with Lessee for their respective employees), after termination of this Agreement, Landlord may collect the performance thereof. In case of either an assignment rents from such assignee, subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Lessor, Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be delivered promptly released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its sole discretion), assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this Lease or sublet sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to an Affiliate of Lesseebe assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager), or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease shall be deemed to include the following: without Landlord’s consent, any direct or indirect transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) sublet any retail If this Lease is assigned or restaurant portion of if the Leased Improvements in the normal course of the Primary Intended Use; provided that Property or any subletting to any party part thereof is sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one Tenant hereunder), then Landlord may collect the rents from such sublettingassignee, subtenant, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of Section 16.1, the acceptance by Landlord of such assignee, subtenant, or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements, or obligations contained in this Lease. (c) No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in Section 16.1. No assignment, subletting, or occupancy shall affect any Permitted Use. Any subletting, assignment, or other transfer of Tenant’s interest under this Lease in contravention of Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor’s sole discretion, (a) assign this Lease with respect to the Leased Property or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements with respect to the Leased Property in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable with respect to the Leased Property under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate with respect to the Leased Property without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that Property, or any subletting to any party portion thereof, by anyone other than an Affiliate Tenant, any Manager approved by Landlord pursuant to the applicable provisions of Lessee shall not individually as to any one such sublettingthis Agreement or residents and patients of Tenant, or in the aggregateLeased Property, materially diminish the actual or potential Percentage Rent payable under this Leaseany portion thereof, to be offered or advertised for assignment or subletting. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms For purposes of this Lease on the part Section 16.1, an assignment of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and this Agreement shall be and become jointly and severally liable with Lessee for deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the performance Leased Property, or any portion thereof. In case , is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of either an assignment Tenant), Landlord may collect the rents from such assignee, subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to LessorLandlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be delivered promptly in form and substance satisfactory to LessorLandlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to the Leased Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that Property, or any subletting to any party portion thereof, by anyone other than an Affiliate Tenant, any Manager approved by Landlord pursuant to the applicable provisions of Lessee shall not individually as to any one such sublettingthis Agreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in the aggregate, materially diminish the actual Control of any or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms Entities comprising Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of this Lease on Tenant), Landlord may collect the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to LessorLandlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be delivered promptly in form and substance satisfactory to LessorLandlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor’s sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that Property, or any subletting to any party portion thereof, by anyone other than an Affiliate Tenant, any Manager approved by Landlord pursuant to the applicable provisions of Lessee shall not individually as to any one such sublettingthis Agreement or residents and patients of Tenant, or in the aggregateLeased Property, materially diminish the actual or potential Percentage Rent payable under this Leaseany portion thereof, to be offered or advertised for assignment or subletting. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms For purposes of this Lease on the part Section 16.1, an assignment of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and this Agreement shall be and become jointly and severally liable with Lessee for deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the performance thereof. In case Leased Property, or any portion, thereof is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of either an assignment Tenant), Landlord may collect the rents from such assignee, subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement (including any sublease which is permitted pursuant to the terms of Section 16.3 below) shall be subject to such assignee’s or transferee’s delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to LessorLandlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be delivered promptly in form and substance satisfactory to LessorLandlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (iv) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject Lessee shall not assign the Lease or sublease the Leased Property or engage any Management Company, or allow any tenants of the Facility to the provisions of Article 19 and Section 20.2 and engage any other express conditions or limitations set forth hereinManagement Company, Lessee maywithout Lessor's prior written consent, but only with the which consent of Lessor (which shall not be unreasonably withheld or delayed)withheld; provided, (a) however, that Lessee shall have the right to assign this the Lease or sublet all or any part of sublease the Leased Property to an Affiliate of Lessee, without Lessor's prior written consent. Any sublease approved by Lessor shall be subordinate to this Lease and may be terminated or (b) sublet any retail or restaurant portion of the Leased Improvements left in place by Lessor in the normal course event of the Primary Intended Use; provided that any subletting to any party other than an Affiliate a termination of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment, provided that (a) in the case of a subletting, the sublessee shall comply with the provisions of Section 20.2this Article XXIV, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease Lessor and assignment and assumption, duly executed by Lessee acknowledge that there currently exists certain leases or subleases on the Leased Property as described in Article XXXII hereof and such sublessee or assignee, as the case may be, in form leases and substance satisfactory to Lessor, shall be delivered promptly to Lessorsubleases are deemed approved by Lessor under this paragraph.

Subletting and Assignment. Subject to Except as provided in Sections 16.3 and 16.5 below, Tenant shall not, without the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor Landlord (which shall not consent may be unreasonably given or withheld or delayedin its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Collective Leased Property Properties or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet permit the use or occupancy of any retail or restaurant portion of the Collective Leased Improvements in the normal course Properties by anyone other than Tenant, or any of the Primary Intended Use; provided that Collective Leased Properties to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include any subletting to Change in Control of Tenant. If this Agreement is assigned or if any party of the Collective Leased Properties or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one such subletting, or Tenant and its employees) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms contravention of this Lease on Agreement, Landlord may collect the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject Tenant shall not, except as otherwise permitted pursuant to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth hereinthis Master Lease, Lessee maywithout Landlord’s prior written consent, but only with the consent of Lessor (which shall not be unreasonably withheld withheld, voluntarily or delayed)by operation of law assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation and undergoing any Tenant Change of Control) in whole or in part this Master Lease or Tenant’s Leasehold Estate (aor any Operating Subtenant’s subleasehold interest therein) assign this Lease with respect to any Facility or sublet all or any part portion of any Facility. Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation of the Leased Property Facilities and that Landlord entered into this Master Lease with the expectation that Tenant would remain in and operate such Facilities during the entire Term. Any Tenant Change of Control (other than a Tenant Change of Control pursuant to an Affiliate of Lessee, or clause (bii) sublet any retail or restaurant portion of the Leased Improvements definition thereof) or transfer of any direct or indirect ownership interests in Tenant shall not constitute an assignment of Tenant’s interest in this Master Lease within the normal course meaning of this Article XXII and shall not be prohibited, and the provisions requiring consent of Landlord contained herein shall not apply thereto, if and for so long as, Tenant remains wholly owned and Controlled, directly or indirectly, by Tenant’s Parent (it being understood, however, that a Tenant Change of Control pursuant to clause (ii) of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee definition thereof shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2be prohibited except as, and to the extent, provided in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 22.2(i) below).

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (aw) voluntarily or by operation of law assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), in whole or in part, this Lease or Tenant’s Leasehold Estate, (x) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of LesseeFacility, or (by) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the express terms of the MLSA, replace Manager or another wholly-owned subsidiary of CEC as Manager under the MLSA (other than with another wholly-owned subsidiary of CEC). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation (and of Manager or such other Affiliate of CEC in the management) of the Facility hereunder and that Landlord entered into this Lease on with the part expectation that Tenant would remain in and operate (and Manager or such other Affiliate of Lessee CEC would manage) the Facility during the entire Term. Any Change of Control (or, subject to be kept and performed and Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control) shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment in Article XI of the Rent and for MLSA, no assignment or direct or indirect transfer of any nature (whether or not permitted hereunder) shall have the performance and observance effect of all of releasing Tenant, Guarantor or Manager from their respective obligations under the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorMLSA.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without ▇▇▇▇▇▇▇▇’s prior written consent of Lessor (which consent shall not be unreasonably withheld or delayeddelayed so long, as immediately after giving effect to any such transaction, Landlord will be the beneficiary of a Guaranty from a Person that, immediately following such transfer, is a Qualifying Guarantor), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily or involuntarily, or permit the use or operation of the Leased Improvements Property, or any portion thereof, by anyone other than Tenant. If ▇▇▇▇▇▇’s interest in this Agreement is assigned, Landlord may collect the rents due hereunder from the assignee. If the Leased Property, or any portion thereof, is sublet (or occupied by anybody other than Tenant), then, upon the occurrence and during the continuance of an Event of Default, Landlord may collect the rents due hereunder from the subtenant or occupant, as the case may be (and, for certainty, all rents so collected shall be credited toward ▇▇▇▇▇▇’s payment obligations hereunder). No such collection shall be deemed a waiver of the provisions set forth in the normal course first paragraph of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a sublettingSection 16.1, the sublessee shall comply with the provisions acceptance by Landlord of Section 20.2such assignee, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, as a tenant, or, except as provided in form and substance satisfactory to LessorSection 16.3.2, shall be delivered promptly to Lessora release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.

Subletting and Assignment. Subject to Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the provisions of Article 19 and Section 20.2 and any Lease or the leasehold or other express conditions or limitations set forth hereininterest in the Leased Property without Lessor's consent, Lessee may, but only with the which consent of Lessor (which shall not be unreasonably withheld or delayed)withheld. Upon Lessor's consent, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in a form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumptionNothing hereunder shall preclude Lessor from selling the Leased Property or assigning or transferring its interest hereunder, duly executed by Lessee and such sublessee provided the new owner or assignee, as the case may be, in form and substance satisfactory to assignee expressly assumes Lessor, shall be delivered promptly to Lessor's obligations under this Lease.

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (aw) voluntarily or by operation of law assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), directly or indirectly, in whole or in part, this Lease or Tenant’s Leasehold Estate, (x) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of LesseeFacility, or (by) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the express terms of the MLSA, replace Manager or another wholly-owned subsidiary of CEC as Manager under the MLSA (other than with another wholly-owned subsidiary of CEC). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation (and of Manager or such other Affiliate of CEC in the management) of the Facility hereunder and that Landlord entered into this Lease on with the part expectation that Tenant would remain in and operate (and Manager or such other Affiliate of Lessee CEC would manage) the Facility during the entire Term. Any Change of Control (or, subject to be kept and performed and Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control) shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment in Article XI of the Rent and for MLSA, no assignment or direct or indirect transfer of any nature (whether or not permitted hereunder) shall have the performance and observance effect of all of releasing Tenant, Guarantor or Manager from their respective obligations under the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorMLSA.

Subletting and Assignment. Subject to the provisions of Article 19 XVIII and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall consent may not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or subletting shall require the express written consent of Lessor, which consent may be withheld, delayed or conditioned in Lessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; Lessor to any party providing a loan to Lessee or any of its affiliates (a "Lender") provided that (i) the assignment is for the purpose of granting a collateral interest in Lessee's economic interest in the Leases or in any such assignee assumes future leases between Lessor and Lessee, to the Lender, or in writing and agrees to keep and perform all the economic interest of the terms of the Lease on the part any Affiliate of Lessee in the Leases, to be kept secure such loan and performed and shall be and become jointly and severally liable with Lessee for the performance thereof(ii) such assignment is not made in violation of Lessee's organizational documents. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of a Controlling interest in Lessee shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 22.1.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet all or any part which term shall be deemed to include the granting of concessions, licenses and the like), of the Leased Property to an Affiliate of LesseeProperty, or (b) sublet any retail portion thereof, or restaurant portion suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that Property, or any subletting to any party portion thereof, by anyone other than an Affiliate Tenant, any Manager approved by Landlord pursuant to the applicable provisions of Lessee shall not individually as to any one such sublettingthis Agreement or residents and patients of Tenant, or in the aggregateLeased Property, materially diminish the actual or potential Percentage Rent payable under this Leaseany portion thereof, to be offered or advertised for assignment or subletting. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms For purposes of this Lease on the part Section 16.1, an assignment of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and this Agreement shall be and become jointly and severally liable with Lessee for deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the performance Leased Property, or any portion thereof. In case , is sublet (or occupied by anybody other than Tenant or any Manager, their respective employees or residents or patients of either an assignment Tenant), Landlord may collect the rents from such assignee, subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to LessorLandlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be delivered promptly in form and substance satisfactory to LessorLandlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, which security agreement shall be in form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to the rights of Tenants under existing Tenant Leases and subject to the provisions of Article 19 and Section 20.2 23.3 below and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 23.2.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Sections 5.4, 0 16.3, 0 and in this Lease Section 16.1, Tenant shall not, without Landlord's prior written consent, (which may be given or sublet withheld by Landlord in its sole discretion) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that Tenant may, without Landlord's consent, (i) sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of Crestline or Marriott so long as (x) such Subsidiary shall expressly assume the obligations of Tenant under this Agreement, and (y) all of the interests in such Subsidiary shall be pledged to Landlord pursuant to a pledge agreement on substantially the same form as the Membership Interest Pledge Agreement, whereupon the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant and the then-existing pledge of interests in the Tenant pursuant to the Membership Interest Pledge Agreement shall be released and (ii) mortgage Tenant's interest in the Leased Property to Marriott to secure advances made by Marriott under the Liquidity Facility Agreement pursuant to Section 16.6 hereof. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of Crestline or Marriott, or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not Crestline or Marriott or a Subsidiary of Crestline or Marriott, or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity other than Crestline or Marriott or a Subsidiary of Crestline or Marriott, as if such change in control or transaction were an assignment of this Agreement but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) sublet any retail Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or restaurant portion a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Improvements Property will be managed by Marriott or a wholly-owned Subsidiary of Marriott pursuant to a Management Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the normal course community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; and (iii) following such transfer, the Primary Intended Use; provided that new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(b), and so long as the transferee is not an Affiliated Person of Crestline, Tenant or Marriott, (x) the transferor Tenant and all of its Affiliated Persons shall be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer, and (y) the then-existing pledge of interests in the Tenant pursuant to the Membership Interest Pledge Agreement shall be released and the interests in the transferee Tenant shall be pledged to Landlord pursuant to a pledge agreement on substantially the same form as the Membership Interest Pledge Agreement. Tenant shall deliver notice of any subletting such proposed transfer to Landlord at least thirty (30) days prior to any party such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. (c) If this Agreement is assigned or if the Leased Property or any part thereof is sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one such subletting, or Tenant) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms violation of this Lease on Agreement, Landlord may collect the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. (d) Except as set forth in Section 16.1(a) or (b), no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option. (e) Following a transfer described in Section 16.1(a) or (b) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Manager will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Manager will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of Crestline or Marriott, including without limitation, the Transferor if it is then a Subsidiary or Affiliated Person of Crestline or Marriott (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant, provided such assignee shall comply with Section 21.

Subletting and Assignment. Subject Except as provided hereinbelow to the contrary, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent may be withheld or granted in Lessor's sole and absolute discretion; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of Article 19 this Paragraph 22, (a) Lessee and Section 20.2 its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and any other express conditions or limitations set forth hereinoutside the Facility; (b) so long as Lessee is lessee under this Lease, Lessee mayshall be entitled, but only with at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation (which shall not be unreasonably withheld or delayed"Karrington"), either (ai) assign this Lease or sublet all or any part (but not less than all) of Lessee's leasehold interest in all of the Leased Property to an Affiliate or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (bother than in the ordinary course of Karrington's business) sublet or otherwise, including without limitation the acquisition by any retail one person or restaurant portion entity of thirty-five percent (35%) or more of the Leased Improvements in the normal course issued and outstanding stock of Karrington (any of the Primary Intended Use; provided that foregoing, a "Change of Control"), and so long as the surviving entity at the conclusion of such Change of Control has a net worth of Twenty Six Million Five Hundred Thousand Dollars ($26,500,000) or more and a debt to equity ratio of not more than four to one (4.0:1.0) (which net worth and debt to equity ratio are greater than or substantially similar to Karrington's as of the date hereof), Karrington or Lessee, as the case may be, shall be entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any subletting to any party other than an Affiliate of Lessee shall not individually as to any one the scenarios described in this Paragraph 22, Lessor is notified of such sublettingassignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, or (w) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2Paragraph 22.2, and (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding , (y) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (z) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject (a) Except as provided for in the Loan Documents, subject to the provisions of this Article 19 and Section 20.2 and any other express conditions or limitations set forth herein16, Lessee may, but only with Tenant may not without the consent of Lessor (Landlord, which shall not consent may be unreasonably withheld or delayed)in Landlord’s sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseProperty. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.216(b), and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Tenant to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee Tenant for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Tenant hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee Tenant and such sublessee or assignee, as the case may be, in form and substance satisfactory to LessorLandlord, shall be delivered promptly to LessorLandlord. (b) Tenant shall insert in each sublease permitted under Section 16(a) provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease and to the rights of Landlord hereunder, (b) if this Lease terminates before the expiration of such sublease, the sublessee thereunder will, at Landlord’s option, attorn to Landlord and waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder as a result of the termination of this Lease (except that Landlord, or any Mortgagee, if it succeeds to that position, shall not (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous prepayment, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the Leased Property or any portion thereof, (v) be required to account for any security deposit of the subtenant, other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or to grant any credits, except for repair and maintenance obligations to be provided after the date of such attornment, (vii) be responsible for any monies owing by Tenant to the credit of such subtenant or (viii) be required to remove any Person occupying any portion of the Leased Property), and (c) if the sublessee receives a written Notice from Landlord or Landlord’s assignees, if any, stating that an uncured Event of Default exists under this Lease, the sublessee shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such Notice, or as such party may direct. All rentals received from the sublessee by Landlord or Landlord’s assignees, if any, as the case may be, shall be credited against the amounts owing by Tenant under this Lease. (c) Notwithstanding anything to the contrary contained herein, any provision contained in any Loan Document or Mezzanine Loan Document which are more restrictive in respect of assignments, subleases or transfers of the Lease or the interest in Tenant shall take precedence over and be in lieu of any inconsistent provision provided in this Article 16.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations Tenant shall not, without Landlord’s prior written consent, which, except as specifically set forth herein, Lessee maymay be withheld in Landlord’s reasonable discretion, but only with the consent voluntarily or by operation of Lessor law assign (which shall not be unreasonably withheld term includes any transfer, sale, encumbering, pledge or delayed)other transfer or hypothecation) this Master Lease, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lesseeany Facility (including, without limitation, any rights granted by Tenant through a dark fiber agreement, a dim fiber agreement or a collocation agreement) or engage the services of any Person (bother than any of Tenant’s Subsidiaries) sublet for the management or operation of any retail or restaurant portion Facility (each of the Leased Improvements aforesaid acts being referred to herein as a “Transfer”) (provided that the foregoing shall not restrict a transferee of Tenant from retaining a manager necessary for such transferee’s satisfying the requirement set forth in clause (a)(1) of the definition of “Discretionary COC Transferee” or prevent Tenant or its Subsidiaries from outsourcing or contracting with third parties to perform services that remain under the supervision of Tenant or its Subsidiaries). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the normal course operation of the Primary Intended Use; provided Facilities and that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under Landlord entered into this Lease. In the case of a subletting, the sublessee shall comply Master Lease with the provisions expectation that Tenant (or Tenant’s Subsidiaries on behalf of Section 20.2Tenant) would remain in and operate such Facilities during the entire Term and for that reason, and except as set forth herein, Landlord retains reasonable discretion in approving or disapproving any assignment or sublease. Any Change in Control shall constitute an assignment of Tenant’s interest in this Master Lease within the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms meaning of this Lease on Article XXII and the part of Lessee to be kept and performed and provisions requiring consent contained herein shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorapply.

Subletting and Assignment. Subject to the provisions of Article 19 -------------------------- and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in the normal course Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Primary Intended Use; provided that Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to any one such sublettinga Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in the aggregateconnection therewith, materially diminish the actual acquire all or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms Courtyard or Residence Inn business of this Lease the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the part of Lessee Courtyard or Residence Inn business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to be kept such Corporate Transfer and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the no consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and by Landlord shall be and become jointly and severally liable required with Lessee for respect thereto. If Landlord fails to give Notice of such waiver (or the performance withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. In case of either an assignment If this Agreement is assigned or subletting made during if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such col lection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Except as otherwise expressly provided herein, or in the Master Hotel Agreement, Lessee shall not sell, assign, sublet, transfer, convey or hypothecate, whether by operation of law or otherwise, its leasehold interest in the Leased Property, or any interest therein, to any other Person without the prior written consent of Lessor not to be unreasonably withheld. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), may (a) on the terms and conditions set forth below, assign this Lease or sublet all or any part of the Leased Property to an Affiliate a Subsidiary of LesseeBHR, or (b) unless a Major Sublease is involved, sublet any retail or restaurant Restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish aggregate be executed by Lessee for the sole or primary purpose of diminishing in any material respect the actual or potential Percentage Rent payable under this Lease. Lessor shall have the right to approve in advance any Major Sublease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderhereunder unless, in the case of an assignment, Lessor otherwise consents in writing (which consent will not be unreasonably withheld but may be conditioned upon the assignee's or transferee's satisfaction of criteria similar to those for a Qualified Assignee as described in Section 21.1 hereof). An original counterpart of each such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and XVIII, Section 20.2 21.2 and any other express conditions consents, conditions, limitations or limitations other provisions set forth herein, Lessee mayshall not, but only with the consent of Lessor (which shall not be unreasonably withheld either directly or delayed)indirectly, (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate of LesseeProperty, or mortgage, pledge or encumber this Lease, or the Lessee's leasehold estate in and to the Land or the Leased Improvements or any portion thereof, without first obtaining the prior written consent of Lessor, which consent may be granted or withheld in Lessor's sole and absolute discretion. For the purposes of the foregoing, the transfer of a majority equity interest in Lessee or the transfer of control of Lessee (b"control" being defined as set forth in the definition of Affiliate" under Article II hereof) sublet shall be deemed an assignment of this Lease. Notwithstanding the foregoing, Lessor's consent shall not be unreasonably withheld for any sublease of a retail or portion (excluding a restaurant portion portion) of the Leased Improvements Improvements, provided that (i) the annual rent to be derived from such sublease does not equal or exceed 5% of Gross Revenues for the preceding Lease Year, and (ii) in Lessor's judgment reasonably exercised, such sublease will not materially and adversely change the normal course character of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseFacility. In the case of a permitted subletting, the sublessee sublease shall comply with the provisions of Section 20.221.2, and in the case of an a permitted assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each any such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Notwithstanding anything contained in this Lease to the contrary, Lessee shall not enter into any sublease which sublease would have the effect of producing income for the Lessor that is not "rents from real property" as such term is defined in Section 856(d) of the Code.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject Except as expressly permitted herein, Lessee shall not mortgage, assign, sublet, or otherwise transfer its interest in the Facility and, subject to the provisions of Article 19 XVIII and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall not may be unreasonably granted or withheld or delayed)in Lessor's sole and absolute discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeProperty; provided, or (b) however, Lessee may sublet any retail or restaurant portion of the Leased Improvements Improvements, without prior written consent of Lessor, in the normal course of the Primary Intended Use; provided provided, further, that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be and become jointly and severally liable with Lessee for the performance thereofdelivered promptly to Lessor. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumptionNotwithstanding anything in this Lease to the contrary, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorwill not enter into any lease that violates Section 18.1(b).

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall consent may not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or subletting shall require the express written consent of Lessor, which consent may be withheld, delayed or conditioned in Lessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; Lessor to any party providing a loan to Lessee or any of its affiliates (a "Lender") provided that (a) the assignment is for the purpose of granting a collateral interest in Lessee's economic interest in the Leases or in any such assignee assumes future leases between Lessor and Lessee, to the Lender, or in writing and agrees to keep and perform all the economic interest of the terms of the Lease on the part any Affiliate of Lessee in the Leases, to be kept secure such loan and performed and shall be and become jointly and severally liable with Lessee for the performance thereof(b) such assignment is not made in violation of Lessee's organic documents. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of a Controlling interest in Lessee shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 23.1.

Subletting and Assignment. Subject to the rights of Tenants under existing Tenant Leases and subject to the provisions of Article 19 and Section 20.2 23.3 below and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such Tenant Leases extend beyond the Term of this Lease. Lessor shall receive the rents from, and be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and all such Tenant Leases shall, to the extent applicable, be subject to the provisions of this Section and Section 23.2. No sublease and or assignment and assumption, duly executed by shall release Lessee and such sublessee or assignee, as Guarantor from their obligations under the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorLease or Guaranty.

Subletting and Assignment. Subject Except as expressly permitted herein, Lessee shall not mortgage, assign, sublet, or otherwise transfer its interest in the Facility and, subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (Lessor, which shall not may be unreasonably granted or withheld or delayed)in Lessor's sole and absolute discretion, (a) assign this Lease or Lease, (b) sublet all or any part of the Leased Property to an Affiliate of LesseeProperty, or (bc) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be and become jointly and severally liable with Lessee for the performance thereofdelivered promptly to Lessor. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject Lessee shall not, without the prior written consent of Lessor, which consent may be given or withheld in Lessor’s sole discretion, assign this Lease or any interest thereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Lessee, or otherwise mortgage, hypothecate or encumber its interest under this Lease or in the Premises. Consent by Lessor to any one assignment or subletting shall not be construed to relieve Lessee from obtaining the provisions prior written consent of Article 19 and Section 20.2 and Lessor to any further assignment or subletting nor shall it waive Lessor’s right to refuse to consent to any other express conditions such request. Such assignment or limitations set forth hereinsubletting, Lessee may, but only with or the consent of Lessor (which thereto, shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part relieve Lessee of the Leased Property its primary obligations to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided Lessor hereunder. It is agreed that any subletting if Lessee requests Lessor’s consent to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made of all or any portion of the Premises, it shall submit to Lessor in writing the name of the proposed assignee or sublessee, the terms and conditions of the assignment or subletting, and the nature, character and references of the business of the proposed assignee or sublessee, along with such other information regarding the proposed assignee or sublessee as Lessor shall request. In addition to the Monthly Rental otherwise due and payable hereunder, it is hereby agreed that during the TermTerm hereof and any approved sublease hereof, Lessee shall remain primarily liablepay to Lessor as additional Monthly Rental, as principal rather than as surety, for the prompt payment one hundred percent (100%) of the Rent and for amount by which the performance and observance of all of the covenants and conditions to be performed rental received by Lessee from its subtenant exceeds the Monthly Rental hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations permitted exceptions set forth hereinin Section 22.3 below, Lessee maymay not assign, but only with sublease or sublet, encumber, appropriate, pledge or otherwise transfer, this Lease or the consent leasehold or other interest in the Leased Property without Lessor’s consent, which may be withheld in Lessor’s sole and absolute discretion. Notwithstanding the forgoing in this Section 22, Lessee may sublet one or more Facility to a subsidiary of Lessee, provided that (1) such subleasing agreement be in a form that is reasonably acceptable to Lessor, and (2) that Lessee provides to Lessor not less than thirty (which 30) days prior written notice of Lessee’s intent to effect such sublease. In addition, Lessee shall be permitted to sublet, within any Facility under this Lease, up to twenty percent (20%) of the square footage to any party providing ancillary services to the residents or employees of any Facility, provided that the number of Units available for rent at such Facility shall not be unreasonably withheld or delayeddecreased. Upon Lessor’s consent (and, in such cases where Lessor’s consent is not required pursuant to Section 22.3 below), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, (b) Lessee shall provide an original counterpart of each such sublease, duly executed by Lessee and such sublessee, that shall be delivered promptly to Lessor, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, (c) Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart Nothing hereunder shall preclude Lessor from selling any of each such sublease and assignment and assumptionthe Leased Property or assigning or transferring its interest hereunder, duly executed by Lessee and such sublessee provided the new owner or assignee, as the case may be, in form and substance satisfactory to assignee expressly assumes Lessor, shall be delivered promptly to Lessor’s obligations under this Lease.

Subletting and Assignment. Subject to the provisions Tenant shall not (either voluntarily or by operation of Article 19 and Section 20.2 law) enter into a Prohibited Occupancy Arrangement, and any Prohibited Occupancy Arrangement shall be absolutely void and ineffective for any purpose. Tenant shall not enter into any other express conditions Occupancy Arrangement, either voluntarily or limitations set forth hereinby operation of law, Lessee may(other than with a Person who is Affiliate of Tenant for a period ending when, but only with as and if such Person ceases to be Affiliate of Tenant without the prior written consent of Lessor (which shall Landlord, not to be unreasonably withheld or delayed)withheld. If Tenant intends to enter into a Occupancy Arrangement which requires Landlord's consent, Tenant shall so notify Landlord writing, stating the name of (aand a financial statement with respect to) assign this Lease or sublet all or any part the Person whom Tenant intends to enter into such Arrangement, the exact terms of the Leased Property to an Affiliate Arrangement and a precise description of Lessee, or (b) sublet any retail or restaurant the portion of the Leased Improvements in the normal course Premises intended to be subject thereto. Within ten (10) business days of receipt of such writing, Landlord shall either (i) consent to such Occupancy Arrangement or (ii) terminate this Lease with respect to so much of the Primary Intended Use; provided that any subletting Premises as is intended to any party other than an Affiliate be subject thereto. If the Landlord consents to such Occupancy Arrangement, Tenant shall (i) enter into such Arrangement on the exact terms described to Landlord within fourteen (14) days of Lessee shall not individually as to any one such subletting, Landlord's consent or in comply again with their terms of this Section and (ii) remain liable for the aggregate, materially diminish payment and performance of the actual or potential Percentage Rent payable under terms and covenants of this Lease. In If Tenant enters into such an Arrangement, Tenant shall pay to Landlord when received the case excess, if any, of a sublettingamounts received in respect of such Occupancy Arrangement over the Rent. If Landlord terminate this Lease, all Rent due shall be adjusted as of the sublessee day the Premises (or portion thereof) are redelivered to Landlord. Any portion of the Premises so redelivered shall comply with the provisions of Section 20.2, and be in the case of an assignment, the assignee shall assume condition specified in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 7.08 hereof.

Subletting and Assignment. Subject to the provisions of Article 19 Except as provided in Sections 15.3 and Section 20.2 and any other express conditions or limitations set forth herein15.5, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. For purposes of this Section 15.1, an Affiliate assignment of Lessee, this Agreement shall be deemed to include any transaction which results in Tenant no longer being an Affiliated Person of Guarantor or (b) sublet any retail pursuant to which all or restaurant portion substantially all of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting Tenant's assets are transferred to any party Person who is not an Affiliated Person of Guarantor. If this Agreement is assigned or if the Property or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one Tenant and their respective employees or hotel guests) Landlord may collect the rents from such sublettingassignee, subtenant or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 15.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 15.1. No assignment, subletting or occupancy shall affect any Permitted Use; any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 15.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by L▇▇▇▇▇ and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart Notwithstanding anything to the contrary set forth herein, Lessee shall have the right without having to comply with Section 23.1(c), to sublease up to 20% of each the total square footage of the Facility to physicians and other parties in the ordinary course of L▇▇▇▇▇'s business. Lessee further shall have the right, upon prior written notice to Lessor but without L▇▇▇▇▇'s consent, to assign or sublet all of the Leased Property to any Permitted Assignee (as hereinafter defined) so long as, in the event of an assignment, such sublease and assignment and assumptionPermitted Assignee assumes, duly executed by Lessee and such sublessee or assignee, as the case may be, pursuant to an agreement in form and substance reasonably satisfactory to Lessor, the obligations of Lessee hereunder. As used herein, a “Permitted Assignee” shall mean (i) any Affiliate of Lessee or HealthSouth Corporation, (ii) any entity into which Lessee is merged or consolidated so long as all of the Assignment Conditions (as defined below) shall be delivered promptly satisfied prior to Lessorsuch assignment, or (iii) any entity which acquires all or substantially all of the assets of Lessee at the Leased Property so long as all of the Assignment Conditions (as defined below) shall be satisfied prior to such assignment. As used herein, the term “Assignment Conditions” shall mean (A) neither an Event of Default nor an event which with the giving of notice or the passage of time thereafter would constitute an Event of Default shall have occurred and be continuing; (B) neither the proposed assignee nor any of its Affiliates or any of their owners, officers, shareholders, members or managers who have a controlling interest in the proposed assignee or Affiliate or have the ability to make management decisions for the proposed assignee or Affiliate or any other entity in which any of the foregoing shall ever have had a controlling interest or the ability to make management decisions as an owner, officer, shareholder, member or manager shall, now or at any time in the past, have been in default in any agreement or lease with Lessor or any of its Affiliates; (C) the proposed assignee shall be experienced in the operation and management of facilities with the same use as the Primary Intended Use; (D) L▇▇▇▇▇ and the proposed assignee shall have submitted or cause to be submitted all information reasonably requested by Lessor with respect to the proposed transaction, including information regarding the proposed assignee's financial condition and principals, which information must be certified as being true, complete and correct and must indicate that the proposed assignee has the financial ability to perform Lessee's obligations under this Lease; (E) the proposed assignee must agree with Lessor in writing to perform all the obligations of the “Lessee” hereunder as a condition to the effectiveness of any such assignment; and (F) Guarantor must confirm in writing its agreement to continue to guarantee all of the obligations of the “Lessee” hereunder from and after the effectiveness of any such assignment, in accordance with the specific terms and conditions of the guaranty agreement.

Subletting and Assignment. Subject to the rights of (i) Residents under existing Resident Agreements, (ii) Tenants under existing Tenant Leases, (iii) the provisions of Article 19 Section 23.3 below and Section 20.2 and (iv) any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any other or further subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 23.2.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XIX and Section 20.2 SECTION 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 22.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. (a) Subject to the provisions of Article 19 XVIII and Section 20.2 Sections ------------- -------- 21.2, 21.3 and any other express conditions consents, conditions, limitations or limitations other ---------- provisions set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate without first obtaining the written consent of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseLessor. In the case of a permitted subletting, the sublessee shall comply with the provisions of Section 20.2Sections 18.2, 18.3, 18.4, 18.5, 21.2 and ------------------------------------- 21.3, and in the case of an a permitted assignment, the assignee shall assume in ---- writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. (b) Lessee acknowledges that this Lease is a lease of nonresidential real property and therefore agrees that Lessee, as the debtor in possession, or the trustee for Lessee (collectively "the Trustee") in any ----------- proceeding under Title 11 of the United States Bankruptcy Code relating to Bankruptcy, as amended (the "Bankruptcy Code"), shall not seek or request any --------------- extension of time to assume or reject this Lease or to perform any obligations of this Lease which arise from or after the order of relief. (c) If the Trustee proposes to assume or to assign this Lease or sublet the Premises (or any portion thereof) to any person which shall have made a bona fide offer to accept an assignment of this Lease or a subletting on terms acceptable to the Trustee, the Trustee shall give Lessor, and lessors and mortgagees of Lessor of which Lessee has notice, written notice setting forth the name and address of such person and the terms and conditions of such offer, no later than twenty (20) days after receipt of such offer, but in any event no later than ten (10) days prior to the date on which the Trustee makes application to the Bankruptcy Court for authority and approval to enter into such assumption and assignment or subletting. Lessor shall have the prior right and option, to be exercised by written notice to the Trustee given at any time prior to the effective date of such proposed assignment or subletting, to receive an assignment of this Lease or subletting of the Premises to Lessor or Lessor's designee upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment or subletting of this Lease. (d) The Trustee shall have the right to assume Lessee's rights and obligations under this Lease only if the Trustee:

Subletting and Assignment. Subject to the provisions of Article 19 Except as provided in SECTIONS 15.3 and Section 20.2 and any other express conditions or limitations set forth herein15.5, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. For purposes of this SECTION 15.1, an Affiliate assignment of Lessee, this Agreement shall be deemed to include any transaction which results in Tenant no longer being an Affiliated Person of Guarantor or (b) sublet any retail pursuant to which all or restaurant portion substantially all of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting Tenant's assets are transferred to any party Person who is not an Affiliated Person of Guarantor. If this Agreement is assigned or if the Property or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one Tenant and its employees or hotel guests), then Landlord may collect the rents from such sublettingassignee, subtenant or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in this SECTION 15.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use; any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this SECTION 15.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall consent may not be unreasonably withheld or delayed), delayed (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or subletting shall require the express written consent of Lessor, which consent may be withheld, delayed or conditioned in Lessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part apart of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of LessorLessor to (a) any of its Affiliates which are Controlled by IHC or its then senior management, (b) any entity under the Control of then senior management of IHC or Crossroads Hospitality Company, L.L.C. or any successor to either of such entities, or (c) any party providing a loan to IHC or any of its affiliates (a "Lender") provided the assignment is for the purpose of granting a collateral interest in Lessee's economic interest in the Leases or in any future leases between Lessor and Lessee, to the Lender, or in the economic interest of any Affiliate of IHC in the Lessee, to secure such loan; provided that any such assignee (other than a Lender) assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of a controlling interest (i.e. more than a 50% interest) in Crossroads Hospitality Company, L.L.C., shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 23.1.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), of all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet permit the use or operation of all or any retail or restaurant portion part of the Leased Improvements Property by anyone other than Tenant, any Manager approved by Landlord or permitted pursuant to the applicable provisions of this Agreement, or the Leased Property or any part thereof to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in the normal course Control of Tenant or any Guarantor; provided, however that any assignment of this Agreement (including, without limitation, any direct or indirect Change in Control of Tenant or any Guarantor) shall not require Landlord’s consent if each of the Primary Intended Use; provided that any subletting following conditions precedent shall have been satisfied: (i) no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of transaction constituting an assignment, the assignee shall assume in writing and agree to keep and perform all of successor tenant (the terms of this Lease on “Successor Tenant”) or the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeAcquiring Guarantor, as the case may be, shall have a Tangible Net Worth in excess of Two Hundred Million Dollars ($200,000,000) (the “Required Net Worth”), and shall be projected to maintain such Required Net Worth for not less than the succeeding twenty-four (24) months, as evidenced by audited financials and projections prepared in accordance with GAAP and delivered to Landlord with an Officer’s Certificate not less than fifteen (15) Business Days prior to the closing or projected closing of such assignment or Change of Control, (iii) if applicable, each Guarantor shall have confirmed its obligations under its Guaranty by written agreement in form and substance reasonably satisfactory to LessorLandlord, (iv) any Acquiring Guarantor in connection with such transaction shall have executed a Guaranty in favor of Landlord, which Guaranty shall be in form and substance substantially similar to the LTF Guaranty, and (v) any Acquiring Guarantor in connection with such transaction shall have delivered to Landlord evidence, in form and substance reasonably satisfactory to Landlord, of the due authorization, execution, delivery and enforceability of each such Guaranty. Tenant shall give Landlord no less than fifteen (15) Business Days prior written Notice of such contemplated assignment (including, without limitation, any such direct or indirect Change in Control), together with such evidence regarding the satisfaction of the conditions precedent set forth in the foregoing clauses as Landlord shall, in its sole discretion, require, including, without limitation, audited financial statements for the immediately preceding five (5) fiscal years of the Successor Tenant and any Acquiring Guarantor (including, without limitation, balance sheets and related statements of income and cash flows), and pro forma balance sheets and income statements with respect to the Successor Tenant and any Acquiring Guarantor following consummation of such assignment (including, without limitation, any direct or indirect Change in Control). Notwithstanding the foregoing, in the event that the Successor Tenant or Acquiring Guarantor is unable or unwilling to provide a Guaranty in connection with any such assignment or Change of Control, Tenant may elect, in lieu thereof, to deposit, or caused to be deposited, with Landlord, fifteen (15) Business Days prior to the date of closing of such proposed assignment or Change of Control, a cash security deposit (the “Security Deposit”) in an amount equal to the per annum Minimum Rent then payable hereunder, which security deposit is to be held by Landlord as security for the payment and performance of Tenant’s obligations under this Agreement in accordance with the provisions of this Section 16.1. Upon an assignment permitted under this Section 16.1, the transferor Tenant or Guarantor, as the case may be, shall be delivered promptly released from all liabilities and obligations under this Agreement or its Guaranty arising subsequent to Lessorthe effective date of such assignment. In the event that Tenant shall at any time during the Term deposit the Security Deposit with Landlord, the Security Deposit shall be held by Landlord as security for the faithful observance and performance by Tenant of all the terms, covenants and conditions of this Agreement by Tenant to be observed and performed. The Security Deposit shall not be mortgaged, assigned, transferred or otherwise encumbered by Tenant without the prior written consent of Landlord and any such act on the part of Tenant without first having obtained Landlord’s consent shall be without force and effect and shall not be binding upon Landlord. If an Event of Default shall occur and be continuing, Landlord may, as its option and without prejudice to any other remedy which Landlord may have on account thereof, appropriate and apply the entire Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of Rent or other sums or loss or damage sustained by Landlord due to such breach on the part of Tenant, and Tenant shall, upon demand, restore the Security Deposit to the original sum deposited. It is understood and agreed that the Security Deposit is not to be considered as prepaid rent, nor shall damages be limited to the amount of the Security Deposit. Provided no Event of Default shall have occurred and be continuing, any unapplied balance of the Security Deposit shall be returned in full to Tenant at the end of the Term. Landlord shall have no obligation to pay interest on the Security Deposit and shall have the right to commingle the same with Landlord’s other funds. If Landlord conveys Landlord’s interest under this Agreement, the portion of the Security Deposit so turned over, or any part thereof not previously applied, may be turned over by Landlord to Landlord’s grantee, and, if so turned over, Tenant shall look solely to such grantee for proper application of the Security Deposit in accordance with the terms of this Section 16.1 and the return thereof in accordance herewith. If this Agreement is assigned or if all or any part of the Leased Property is sublet (or occupied by anybody other than Tenant or any Manager), following an Event of Default Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject A. Tenant shall not, directly or indirectly, sell, assign, encumber, pledge or hypothecate all or any portion of its interest in the Premises, nor permit all or any portion of the Premises to be occupied by anyone other than Tenant, nor sublet all or any portion of the Premises without the written consent of Landlord first being obtained. Notwithstanding the consent of Landlord, any such subletting or assignment shall not relieve Tenant from its primary obligations hereunder to Landlord. If this lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect the rent from the assignee, subtenant or occupant, and apply the net amount collected to the provisions rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed an acceptance of Article 19 the assignee, subtenant or occupant as the Tenant hereof, or a release of Tenant from further performance by Tenant of covenants on the part of Tenant herein contained. B. If Tenant desires to enter into an assignment or sublease it shall first give written notice of its intention to Landlord, which notice shall include the name of the proposed assignee or subtenant ("Subtenant"); the nature of Subtenant's business to be carried on in the Premises; the terms of the proposed assignment or sublease and Section 20.2 Subtenant's most recent financial statement. Notwithstanding anything contained hereinabove in this Paragraph 14 to the contrary, at anytime within thirty (30) days after Landlord's receipt of Tenant's notice herein, Landlord may elect any of the following options in its absolute and any other express sole discretion: (i) consent to such subletting or assignment or (ii) refuse to grant such consent or (iii) refuse to-grant such consent and terminate this lease as to the portion of the Premises with respect to which such consent was requested, provided, however, if Landlord refuses to grant such consent and elects to terminate the lease as to such portion of the Premises, Tenant shall have the right to withdraw its request for such consent and remain in possession of the Premises under the terms and conditions or limitations hereof. If the lease is terminated as set forth herein, Lessee maysuch termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, but only with the consent of Lessor (which date shall not be unreasonably withheld less than thirty (30) days nor more than sixty (60) days following such notice. Landlord's consent to any requested subletting or delayed)assignment shall not relieve Tenant from obtaining Landlord's express consent to any further assignment or sublease nor waive Landlord's right to refuse to consent to any other such request, or to terminate this lease if such request is made, all as provided above. Upon and following any assignment or subletting, Tenant shall pay to Landlord (ain addition to all other amounts payable by Tenant under this Lease) assign fifty percent (50%) of all cash and other consideration payable by the assignee or sublessee in excess of the rent and other amounts otherwise payable by Tenant from time to time under this Lease after deducting all of Tenant's reasonable expenses in connection with such assignment or sublet all subletting exclusive of attorney's and other consultant's fees. The additional amount payable by Tenant under this section shall be paid within ten (10) days following its receipt from the assignee or sublessee as additional rent. If any part of such consideration received by Tenant is to be paid other than in cash, the Leased Property amount due Landlord shall be the cash equivalent for its share of non-cash consideration based upon its fair market value. At Landlord's option, Landlord may agree to an Affiliate of Lessee, accept the assignee or (b) sublet any retail or restaurant portion of sublessee as a direct Tenant upon the Leased Improvements same term and conditions provided herein and in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, assignment or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Leasesublease document entered into by Tenant and release Tenant from further obligation hereunder. In the case event Tenant is released from further obligation hereunder, Landlord shill be entitled to all amounts to be pad by the assignee or sublessee, less Tenant's reasonable expenses in connection with such assignment or sublease exclusive of a attorney's and other consultant's fees. Tenant agrees to reimburse Landlord for all reasonable expenses incurred in connection with any assignment or subletting, the sublessee shall comply with the provisions including but not limited to attorney's fees, plus an administrative processing fee of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorseven hundred fifty dollars ($750.00).

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- XIX and Section 20.2 23.2 and any other express conditions (or limitations set forth herein), Lessee Tenant may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Landlord, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeTenant, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided provided, Tenant warrants that any subletting to any party other than an Affiliate of Lessee Tenant shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Tenant to be kept and performed and shall be, and become, jointly and severally liable with Lessee Tenant for the performance thereof. Notwithstanding the above, Lessee Tenant may assign the Lease to an Affiliate without the consent of LessorLandlord; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee the Tenant to be kept and performed and shall be and become jointly and severally liable with Lessee Tenant for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Tenant hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee Tenant and such sublessee or assignee, as the case may be, in form and substance satisfactory to LessorLandlord, shall be delivered promptly to LessorLandlord.

Subletting and Assignment. Subject to the provisions of Except as provided in Section 16.3 and Article 19 and Section 20.2 and any other express conditions or limitations set forth herein19, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant and the Manager, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of Wyndham or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement; provided, however, that the normal course foregoing shall not be construed to prohibit collateral assignments or pledges of the Primary Intended Use; provided that capital stock of Tenant to Lending Institutions otherwise permitted by this Agreement. If this Agreement is assigned or if the Leased Property or any subletting to any party part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a sublettingTenant, the sublessee shall comply with Manager and their respective employees or hotel guests) Landlord may collect the provisions of Section 20.2rents from such assignee, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 Except as provided in SECTIONS 15.3 and Section 20.2 and any other express conditions or limitations set forth herein15.5, Lessee mayTenant shall not, but only with the without Landlord’s prior written consent of Lessor (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Property by anyone other than Tenant, or the Property to be offered or advertised for assignment or subletting. For purposes of this SECTION 15.1, an Affiliate assignment of Lessee, this Agreement shall be deemed to include any transaction which results in Tenant no longer being an Affiliated Person of Guarantor or (b) sublet any retail pursuant to which all or restaurant portion substantially all of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting Tenant’s assets are transferred to any party Person who is not an Affiliated Person of Guarantor. If this Agreement is assigned or if the Property or any part thereof are sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one Tenant and its employees or hotel guests), then Landlord may collect the rents from such sublettingassignee, subtenant or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in this SECTION 15.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 15.1. No assignment, subletting or occupancy shall affect any Permitted Use; any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this SECTION 15.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Subject to Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, by operation of law or otherwise, directly or indirectly, the provisions of Article 19 and Section 20.2 and any Lease or the leasehold or other express conditions or limitations set forth herein, Lessee may, but only with interest in the Leased Property without the prior written consent of Lessor (Lessor, which consent shall not be unreasonably withheld or delayed)withheld; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Upon Lessor's consent, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a any subletting, the sublessee shall comply with the provisions of Section 20.2Paragraph 22.2, and (b) in the case of an any assignment, the any such assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding In the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during a subletting, (i) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the Termcase may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, (ii) Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease ; and assignment and assumption, duly executed by (iii) Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly solely liable for all costs and expenses (including attorneys' fees and costs) incurred by Lessor in connection with such assignment or subletting, including but not limited to Lessorthe evaluation, granting or withholding of consent, documentation and closing of the assignment or subletting transaction.

Subletting and Assignment. Subject It is agreed between the parties herein, that in the event the Lessee herein desires to assign or sublet the Premises herein or any part therof, it shall give to the provisions Lessor a thirty (30) day written notice of Article 19 and Section 20.2 and its intention to sublet during which time the Lessor shall have the option to cancel the Lease is Lessee indicates its intention to sublet the entire Premises or that part which the Lessee desires to sublet. However, in the event the Lessor fails to respond during the said thirty (30) day period, the Lessee shall then have the right to sublet the Premises or part thereof sublet to the following: The Lessee shall have the right to assign the Lease or sublet the Premises or any other express conditions or limitations set forth herein, part thereof subject to the Lessee may, but only with obtaining the prior written consent of Lessor (the Lessor, which consent shall not be unreasonably withheld or delayed), (a) assign this Lease or withheld. The Lessee shall submit to the Lessor in its notice to sublet all or any part the name of the Leased Property proposed assignee or sublessee at least five (5) clear business days prior to an Affiliate of Lessee, the date upon which the Lessee desires to assign or (b) sublet any retail sub-let the Premises or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Leasepart thereof. In the case event of a any such assignment or subletting, the sublessee Lessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, remain jointly and severally liable responsible with Lessee for any such sublessee of all other terms, clauses and conditions of the performance thereofcontemplated lease, waiving the benefit of division and discussion. Notwithstanding the above, The Lessee may sublet the Premises or assign the Lease to an Affiliate a parent, subsidiary or affiliate company without seeking the consent of Lessor; provided the Lessor provided, however, that any such sublessee or assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become remain bound jointly and severally liable (solidarily) with the Lessee for all the performance thereof. In case terms and covenants of either an assignment or subletting made during the Term, this Lease and provided further that Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions notify Lessor in writing prior to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee sublet or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorassignment.

Subletting and Assignment. Subject to Other than as expressly provided herein (including in respect of Permitted Leasehold Mortgages under Article XVII, and the provisions of permitted Subleases and assignments described in this Article 19 and Section 20.2 and any other express conditions or limitations XXII), Tenant shall not, without Landlord’s prior written consent (which, except as specifically set forth herein, Lessee may, but only with the consent of Lessor (which shall not may be unreasonably withheld or delayedin Landlord’s sole and absolute discretion), (aw) voluntarily or by operation of law assign (which term includes any transfer, sale, encumbering, pledge or other transfer or hypothecation), in whole or in part, this Lease or Tenant’s Leasehold Estate, (x) let or sublet (or sub-sublet, as applicable) all or any part of the Leased Property to an Affiliate of LesseeFacility, or (by) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the express terms of the MLSA, replace Manager or another wholly-owned subsidiary of CEC as Manager under the MLSA (other than with another wholly-owned subsidiary of CEC). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation (and of Manager or such other Affiliate of CEC in the management) of the Facility hereunder and that Landlord entered into this Lease on with the part expectation that Tenant would remain in and operate (and Manager or such other Affiliate of Lessee CEC would manage) the Facility during the entire Term. Any Change of Control (or, subject to be kept and performed and Section 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change of Control) shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either constitute an assignment of Tenant’s interest in this Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment in Article XI of the Rent and for MLSA, no assignment or direct or indirect transfer of any nature (whether or not permitted hereunder) shall have the performance and observance effect of all of releasing Tenant, Guarantor or Manager from their respective obligations under the covenants and conditions to be performed by Lessee hereunderMLSA. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.122 22.2

Subletting and Assignment. Subject to the provisions of Article 19 XIX ------------------------- and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 17 and Section 20.2 1.2 and any other express conditions or limitations set forth hereinherein or in the Loan Documents, Operating Lessee may, but only with the prior written consent of Operating Lessor (which shall not to be unreasonably granted or withheld or delayed)in Operating Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseUse . In the case of a subletting, the sublessee shall comply with the provisions of Section 20.221.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Operating Lessee to be kept and performed and shall be, and become, jointly and severally liable with Operating Lessee for the performance thereof. Notwithstanding the above, Operating Lessee may assign the this Lease to an Affiliate without the consent of Operating Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Operating Lessee to be kept and performed preformed and shall be and become jointly and severally liable with Operating Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Operating Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Operating Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Operating Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Operating Lessor, shall be delivered promptly to Operating Lessor.

Subletting and Assignment. Subject A. In the event Tenant should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof or allow same to be used or occupied by others, Tenant shall give Landlord written notice (which shall specify the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby, the proposed rentals on a square foot basis chargeable thereunder and sufficient information of the proposed sublessee or assignee regarding its intended use, financial condition and business operations) of such desire at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of ten (10) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) in the event such assignee or sublessee fails to meet the conditions set forth in subparagraph (3) below, to refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (2) to terminate this Lease Agreement as to the provisions space so affected as of Article 19 the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and Section 20.2 after such date; or (3) to permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in such notice, such approval not to be unreasonably withheld if (a) the nature and any other express conditions character of the proposed assignee or limitations set forth hereinsublessee and the principals thereof, Lessee may, but only their business and activities and intended use of the Leased Premises are in Landlord’s reasonable judgment consistent with the consent current standards of Lessor the Building and the floor or floors on which the Leased Premises are located, (c) the form and substance of the proposed sublease or instrument of assignment are acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld or delayed), (awithheld) assign this Lease or sublet all or any part of the Leased Property and is expressly subject to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms and provisions of this Lease on Agreement and to any matters to which this Lease Agreement is subject, (d) the part of Lessee proposed occupancy would not (1) increase Landlord’s cleaning requirements, (2) impose an extra burden upon the services to be kept supplied by Landlord to Tenant hereunder, (3) violate the current rules and performed regulations of the Building, (4) violate the provisions of any other leases of tenants in the Building or (5) cause alterations or additions to be made to the Building (excluding the Leased Premises), (e) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of rent realized by Tenant as a result of said sublease or assignment in excess of the Base Rent and Additional Rent payable to Landlord by Tenant under this Lease Agreement and any and all sums and other considerations of whatsoever nature paid to Tenant by the assignee or sublessee for or by reason of such assignment or sublease, including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property in excess of the fair market value thereof (that is, after deducting and giving Tenant credit for Tenant’s reasonable costs directly associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said assignee or sublessee but excluding any free rentals or the like offered to any such sublessee or assignee) shall bebe payable to Landlord as it accrues as additional rent hereunder, (f) the granting of such consent will not constitute a default under any other agreement to which Landlord is a party or by which Landlord is bound and (g) the creditworthiness of the proposed assignee or sublessee and the principals thereof is acceptable to Landlord, in Landlord’s sole discretion. B. No assignment or subletting by Tenant shall be effective unless Tenant shall execute, have acknowledged and deliver to Landlord, and becomecause each sublessee or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant, all of the obligations of Tenant under this Lease Agreement, as to the space transferred to it, (ii) Tenant and such sublessee or assignee agree to provide to Landlord, at their expense, direct access from a public corridor in the Building to the transferred space, (iii) such sublessee or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in strict accordance with this Lease Agreement and (iv) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, Tenant remains directly and primarily liable with Lessee for the performance thereof. Notwithstanding of all the aboveobligations of Tenant hereunder (including, Lessee may assign without limitation, the Lease obligation to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing pay Rent), and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and Landlord shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment permitted to enforce this Lease Agreement against Tenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, or both, without prior demand upon or proceeding in any way against any other persons. Tenant shall, upon demand, reimburse Landlord for all reasonable expenses incurred by Landlord in connection with a request made by Tenant pursuant to this Section 12, including, without limitation, any investigations as to the case acceptability of the proposed assignee or sublessee, all legal costs reasonably incurred in connection with the granting of any requested consent and a charge reasonably determined by Landlord to cover in-house time spent in respect of such request. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed sublease or assignment by any assignee or sublessee shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include a prohibition against (i) Tenant’s mortgaging or otherwise encumbering its leasehold estate, (ii) an assignment or sublease which may beoccur by merger or operation of law and (iii) permitting the use or occupancy of the Leased Premises, or any part thereof, by anyone other than Tenant, each of which shall be ineffective and void and shall constitute an Event of Default under this Lease Agreement unless consented to by Landlord in form and substance satisfactory to Lessorwriting in advance. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership interest in Tenant (if Tenant is a partnership), at any time throughout the Term, shall be delivered promptly deemed to Lessorbe an assignment of this Lease Agreement.

Subletting and Assignment. Subject 33.1 Notwithstanding the requirement to the provisions contrary in Section 4.1, provided Tenant is not then in default of Article 19 and Section 20.2 and any other express of the terms or conditions or limitations set forth hereinof this Lease, Lessee may, but only with the consent of Lessor (which Tenant shall not be unreasonably withheld or delayed), (a) required to obtain Landlord's consent to assign this Lease or sublet all or any part of the Leased Property demised premises to an Affiliate any successor, parent, subsidiary or affiliated company, but Tenant shall furnish Landlord with written notice and a fully-executed copy of Lesseeany such assignment agreement, or (b) sublease together with a floor plan of the sublet area. Any such subletting or assignment shall be subject to the remaining provisions of Sections 4.1 and 4.4. 33.2 In the event Landlord does not exercise its right to terminate this Lease, provided Tenant is not then in default of any retail of the terms or restaurant conditions of this Lease, Tenant may sublet all or a portion of the Leased Improvements demised premises after first obtaining the written consent of the Landlord, provided that Fifty Percent (50%) of the excess of any rent accruing to Tenant as a result of such sublease over the rent then being paid by Tenant for the sublet area shall be paid by Tenant to Landlord as additional monthly rent. Tenant shall be permitted to deduct the reasonable expenses it incurs in subleasing such space, limited to reasonable advertising costs, reasonable brokerage commissions and remodeling costs (which remodeling costs shall not exceed Five Dollars ($5.00) per square foot), before arriving at the net excess rent to be shared with Landlord pursuant to this paragraph. Tenant shall provide documentation of such expenses prior to Landlord giving its written consent for subletting. 33.3 In Section 4.1, in the normal course third line, after 'Landlord,' insert "which shall not be unreasonably withheld, conditioned or delayed." and delete the rest of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such sublettingsentence. 33.4 in Section 4.2, or in the aggregatefirst line, materially diminish the actual delete 'or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and assign'; in the case of second line, delete 'or assignee'; in the third line, change 'ninety (90)' to "thirty (30)"; in the fourth line, change 'thirty (30)' to "sixty (60)"; in the fifth line, delete 'an assignment, ..or a' and change 'fifty percent (50%)' to "eighty percent (80%)"; and delete the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorlast sentence entirely.

Subletting and Assignment. Subject A. In the event Tenant should desire to assign this Lease Agreement or sublet the Leased Premises or any part thereof or allow same to be used or occupied by others, Tenant shall give Landlord written notice (which shall specify the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby, the proposed rentals on a square foot basis chargeable thereunder and reasonably sufficient information of the proposed sublessee or assignee regarding its intended use, financial condition and business operations) of such desire at least forty-five (45) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such a use or occupancy. Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects: (1) in the event such assignee or sublessee fails to meet the conditions set forth in subparagraph (3) below, to refuse to permit Tenant to assign this Lease Agreement or sublet such space, and in such case this Lease Agreement shall continue in full force and effect in accordance with the terms and conditions hereof; or (2) to terminate this Lease Agreement as to the provisions space so affected as of Article 19 the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and Section 20.2 after such date; or (3) to permit Tenant to assign this Lease Agreement or sublet such space for the duration specified in such notice, such approval not to be unreasonably withheld if (a) the nature and any other express conditions character of the proposed assignee or limitations set forth hereinsublessee and the principals thereof, Lessee may, but only their business and activities and intended use of the Leased Premises are in Landlord’s reasonable judgment consistent with the consent current standards of Lessor the Building (b) the form and substance of the proposed sublease or instrument of assignment are acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld or delayed), (awithheld) assign this Lease or sublet all or any part of the Leased Property and is expressly subject to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms and provisions of this Lease on Agreement and to any matters to which this Lease Agreement is subject, (c) Tenant enters into a written agreement with Landlord whereby it is agreed that any rent realized by Tenant as a result of said sublease or assignment in excess of the part Base Rent and Additional Rent payable to Landlord by Tenant under this Lease Agreement and any and all sums and other considerations of Lessee whatsoever nature paid to Tenant by the assignee or sublessee for or by reason of such assignment or sublease, including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property in excess of the fair market value thereof (that is, after deducting and giving Tenant credit for Tenant’s reasonable costs directly associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Leased Premises for said assignee or sublessee but excluding any free rentals or the like offered to any such sublessee or assignee) shall be payable to Landlord as it accrues as Additional Rent hereunder, (d) the granting of such consent will not constitute a default under any other agreement to which Landlord is a party or by which Landlord is bound and (e) the creditworthiness of the proposed assignee or sublessee and the principals thereof is acceptable to Landlord, in Landlord’s reasonable discretion. B. No assignment or subletting by Tenant shall be effective unless Tenant shall execute, have acknowledged and deliver to Landlord, and cause each sublessee or assignee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance reasonably acceptable to Landlord in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Tenant (provided that if the entity succeeding as Tenant hereunder shall have a tangible net worth equal to or greater than the tangible net worth of Cardiovascular Systems, Inc. as of the Effective Date, Cardiovascular Systems, Inc. shall not be required to be kept and performed and shall be, and become, jointly and severally liable with Lessee respect to the performance of such obligation) all of the obligations of Tenant under this Lease Agreement to the extent accruing after the effective date of the assignment or subletting, as to the space transferred to it, (ii) such sublessee or assignee agrees to use and occupy the transferred space solely for the purpose specified in Section 3 and otherwise in accordance with this Lease Agreement, and (iii) Tenant acknowledges and agrees that, notwithstanding such subletting or assignment, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay Rent), and Landlord shall be permitted to enforce this Lease Agreement against Tenant or such sublessee or assignee, or both, without prior demand upon or proceeding in any way against any other persons. Tenant shall, upon demand, reimburse Landlord for all reasonable third party (such third party to be approved by Tenant in advance, such approval not to be unreasonably withheld, conditioned or delayed) costs and expenses (provided that prior to incurring such costs and expenses, Landlord shall deliver to Tenant a good faith estimate thereof, the parties acknowledging and agreeing, however, that Tenant’s reimbursement obligation with respect thereto shall not be limited to such estimate) incurred by Landlord in connection with a request made by Tenant pursuant to this Section 12, including, without limitation, any investigations as to the acceptability of the proposed assignee or sublessee, all legal costs reasonably incurred in connection with the granting of any requested consent and a charge reasonably determined by Landlord to cover in-house time spent in respect of such request. C. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or subsequent assignment or sublease, and any proposed sublease or assignment by any assignee or sublessee shall be subject to the provisions of this Section 12 as if it were a proposed sublease or assignment by Tenant. Notwithstanding The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include a prohibition against (i) Tenant’s mortgaging or otherwise encumbering its leasehold estate, (ii) an assignment or sublease which may occur by merger or operation of law and (iii) permitting the aboveuse or occupancy of the Leased Premises, Lessee may assign or any part thereof, by anyone other than Tenant, each of which shall be ineffective and void and shall constitute an Event of Default under this Lease Agreement unless consented to by Landlord in writing in advance. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the membership interests of Tenant (if Tenant is a limited liability company) or the transfer of a general partnership interest or a majority of the limited partnership interest in Tenant (if Tenant is a partnership), at any time throughout the Term, shall be deemed to be an assignment of this Lease to an Affiliate without the consent of LessorAgreement; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and foregoing clause shall be limited to periods in which the shares of Tenant are not traded on an exchange. D. Notwithstanding anything to the contrary set forth herein, Tenant shall have the right to enter into an assignment of this Lease or a sublease of the Leased Premises, without Landlord’s consent, to any subsidiary corporation of Tenant that is owned and become controlled by Tenant, any entity succeeding to substantially all of the assets of Tenant as a result of a consolidation or merger, or to an entity to which all or substantially all of the assets of Tenant have been sold; provided, however, that, as conditions to such permitted assignments and subleases, (i) the entity succeeding as Tenant hereunder shall have a tangible net worth equal to or greater than the tangible net worth of Cardiovascular Systems, Inc. as of the date of the transfer and (ii) Cardiovascular Systems, Inc. (to the extent Cardiovascular Systems, Inc. exists as an entity following such a consolidation or merger) shall be jointly and severally liable with Lessee such assignee or sublessee for the performance thereof. In case all obligations of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorTenant under this Lease Agreement.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate ▇▇▇▇▇▇▇▇ Hotels, Inc. without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject The Lessee may assign with recourse this Lease or any of its rights or obligations hereunder in whole or in part to any of its wholly-owned Subsidiaries, in which case the Lessee and the Guarantor shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance acceptable to the provisions of Article 19 Lessor and Section 20.2 and any other express conditions or limitations set forth herein, the Required Participants. The Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of the Lessor; provided , sublease the Property or portion thereof to any Person, provided, that any no such assignee assumes sublease shall, in writing and agrees to keep and perform all the opinion of the terms Lessor, adversely affect any of the Lessor's interests, rights or remedies under the Lease on or the part Lessor's title to the Property. No assignment, sublease or other relinquishment of Lessee possession of the Property shall in any way discharge or diminish any of the Lessee's obligations to be kept the Lessor hereunder and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain directly and primarily liableliable under this Lease as to the Property, as principal rather than as suretyor portion thereof, so assigned or sublet. Any sublease of the Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the prompt payment surrender of the Rent and Property (or portion thereof) after a Lease Event of Default hereunder. All such subleases shall expressly provide for termination at or prior to the performance and observance of all earlier of the covenants and conditions applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to be performed by Lessee hereunderArticle XX. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such No assignee or sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly permitted to engage in any activities on the Property that are substantially different from the use by the Lessee of the Property as an office building without the prior written consent of the Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in the normal course Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Primary Intended Use; provided that Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to any one such sublettinga Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in the aggregateconnection therewith, materially diminish the actual acquire all or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms Residence Inn or Courtyard business of this Lease the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the part of Lessee Residence Inn or Courtyard business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to be kept such Corporate Transfer and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the no consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and by Landlord shall be and become jointly and severally liable required with Lessee for respect thereto. If Landlord fails to give Notice of such waiver (or the performance withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. In case of either an assignment If this Agreement is assigned or subletting made during if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such col lection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3 below, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of any of the Collective Leased Property Properties or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of any of the Collective Leased Properties by anyone other than Tenant and the Manager, or any of the Collective Leased Properties to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, assignment and/or transfer of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of Host or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Agreement. Notwithstanding the foregoing, Landlord agrees that Landlord shall not unreasonably withhold, delay or condition Landlord's consent to an Affiliate assignment or other transfer of Lesseethis Agreement by Tenant provided that (i) the Manager shall have granted its consent to such transfer and the Management Agreements shall remain in full force and effect, (ii) such assignee shall, in Landlord's reasonable determination, have sufficient financial resources and liquidity to fulfill Tenant's obligations under this Agreement and shall be a, so-called, "bankruptcy remote" Entity, and (iii) such assignee shall not be under common control with or controlled by persons who have been convicted of felonies involving moral turpitude in any state or federal court. If Tenant wishes to assign or otherwise transfer this Agreement as provided in this paragraph, Tenant shall give Landlord Notice thereof (b) sublet any retail or restaurant portion the "Request Notice"), which Request Notice shall identify the proposed transferee and the terms and conditions of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting assignment or other transfer and shall include appropriate information relating to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply assignee demonstrating compliance with the provisions of Section 20.2this paragraph. Landlord shall, and within sixty (60) days after the giving the Request Notice, give Notice to Tenant (the "Response Notice") as to whether Landlord consents to such transfer. Landlord shall also have the right, exercisable by notice given in the case Response Notice, to require Tenant to assign this Agreement to a Person designated by Landlord on the same terms and conditions as those described in the Request Notice for transfer to Tenant's proposed transferee. If this Agreement is assigned or otherwise transferred or if any of an assignmentthe Collective Leased Properties or any part thereof are sublet (or occupied by anybody other than Tenant, the assignee shall assume in writing Manager and agree to keep and perform all of their respective employees) Landlord may collect the terms of this Lease on the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Except as provided in Sections 5.4, ARTICLE 14(c) 16.3, 0 and in this Lease Section 16.1, Tenant shall not, without Landlord's prior written consent, (which may be given or sublet withheld by Landlord in its sole discretion) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or permit the use or operation of the Leased Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that Tenant may, without Landlord's consent, (i) sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of Crestline or Marriott so long as (x) such Subsidiary shall expressly assume the obligations of Tenant under this Agreement, and (y) all of the interests in such Subsidiary shall be pledged to Landlord pursuant to a pledge agreement on substantially the same form as the Membership Interest Pledge Agreement, whereupon the transferor Tenant shall thereupon be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer by the transferor Tenant and the then-existing pledge of interests in the Tenant pursuant to the Membership Interest Pledge Agreement shall be released and (ii) mortgage Tenant's interest in the Leased Property to Marriott to secure advances made by Marriott under the Liquidity Facility Agreement pursuant to Section 16.6 hereof. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of Crestline or Marriott, or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not Crestline or Marriott or a Subsidiary of Crestline or Marriott, or pursuant to which all or substantially all of Tenant's assets are transferred to any other Entity other than Crestline or Marriott or a Subsidiary of Crestline or Marriott, as if such change in control or transaction were an assignment of this Agreement but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) sublet any retail Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or restaurant portion a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the third (3rd) anniversary of the Commencement Date so long as (i) the Leased Improvements Property will be managed by Marriott or a wholly-owned Subsidiary of Marriott pursuant to a Management Agreement, the term of which shall coincide with the term of this Agreement, including extensions; (ii) the party to whom such transfer is made is not, in Landlord's reasonable judgment, known in the normal course community as being of bad moral character and/or is not in control of or controlled by persons who have been convicted of felonies in any state or federal court; and (iii) following such transfer, the Primary Intended Use; provided that new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(b), and so long as the transferee is not an Affiliated Person of Crestline, Tenant or Marriott, (x) the transferor Tenant and all of its Affiliated Persons shall be released from all liabilities and obligations of Tenant accruing hereunder after the date of such transfer, and (y) the then-existing pledge of interests in the Tenant pursuant to the Membership Interest Pledge Agreement shall be released and the interests in the transferee Tenant shall be pledged to Landlord pursuant to a pledge agreement on substantially the same form as the Membership Interest Pledge Agreement. Tenant shall deliver notice of any subletting such proposed transfer to Landlord at least thirty (30) days prior to any party such transfer and shall, within five (5) days following any request by Landlord, provide Landlord such information as may be reasonably necessary or appropriate in order for Landlord to determine if such proposed transfer is consistent with the above provisions. (c) If this Agreement is assigned or if the Leased Property or any part thereof is sublet (or occupied by anybody other than an Affiliate of Lessee shall not individually as to any one such subletting, or Tenant) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms violation of this Lease on Agreement, Landlord may collect the part of Lessee to be kept and performed and shall berents from such assignee, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment subtenant or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. (d) Except as set forth in Section 16.1(a) or (b), no subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option. (e) Following a transfer described in Section ARTICLE 16(a) or (b) above by the original Tenant under this Agreement, when giving notice to the transferee Tenant (the "New Tenant") with respect to any default under the provisions of this Agreement, Landlord will also deliver a copy of such notice to the original Tenant (the "Transferor"), and the Transferor or the Manager will have the same period of time after the giving of such notice in which to remedy or cure the default as is given to the New Tenant under this Agreement; it being understood and agreed that the Transferor and the Manager will have no duty or obligation to remedy or cure such default. Further, any Subsidiary or Affiliated Person of Crestline or Marriott, including without limitation, the Transferor if it is then a Subsidiary or Affiliated Person of Crestline or Marriott (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant, provided such assignee shall comply with Section 21.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in the normal course Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Primary Intended Use; provided that Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to any one such sublettinga Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in the aggregateconnection therewith, materially diminish the actual acquire all or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform substantially all of the terms Residence Inn or Courtyard business of this Lease the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the part of Lessee Residence Inn or Courtyard business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to be kept such Corporate Transfer and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the no consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and by Landlord shall be and become jointly and severally liable required with Lessee for respect thereto. If Landlord fails to give Notice of such waiver (or the performance withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. In case of either an assignment If this Agreement is assigned or subletting made during if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such col lection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 and XVIII, Section 20.2 21.2 and any other express conditions consents, conditions, limitations or limitations other provisions set forth herein, Lessee mayshall not, but only with the consent of Lessor (which shall not be unreasonably withheld either directly or delayed)indirectly, (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate of LesseeProperty, or mortgage, pledge or encumber this Lease, or the Lessee's leasehold estate in and to the Land or the Leased Improvements or any portion thereof, without first obtaining the prior written consent of Lessor, which consent may be granted or withheld in Lessor's sole and absolute discretion. Notwithstanding the foregoing consents, Lessor's consent shall not be unreasonably withheld for any sublease of a retail portion (bexcluding a restaurant portion) sublet any retail or restaurant portion of the Leased Improvements provided that (i) the annual rent to be derived from such sublease does not equal or exceed 5% of Gross Revenues for the preceding Lease Year, and (ii) in Lessor's judgment reasonably exercised, such sublease will not materially and adversely change the normal course character of the Primary Intended Use; provided that any subletting to any party other than an Affiliate Facility. For the purposes of the foregoing, the transfer of a majority equity interest in Lessee or the transfer of control of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under be deemed an assignment of this Lease. In the case of a permitted subletting, the sublessee sublease shall comply with the provisions of Section 20.221.2, and in the case of an a permitted assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each any such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Notwithstanding anything contained in this Lease to the contrary, Lessee shall not enter into any sublease which sublease would have the effect of producing income for the Lessor that is not "rents from real property" as such term is defined in Section 856(d) of the Code.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject The Sublessee shall not, without the Sublessor's prior written consent, which consent shall not be arbitrarily withheld or unreasonably delayed, assign or sublet this Sublease or permit any person or entity other than the Sublessee to use or occupy, or store goods, materials or other property (such goods, materials and property being hereinafter referred to as "Property") at the provisions Demised Premises or any part thereof. Notwithstanding the foregoing, or anything to be contrary elsewhere contained in this Sublease, Sublessee, without Sublessor's consent, but upon not less then thirty (30) days' prior written notice, may assign this Sublease or sub-sublet the Demised Premises, or any portion thereof, to its parent, any of Article 19 its subsidiaries or to any other entity affiliated with Sublessee or its parent, or to a corporation or other entity resulting from any reorganization or merger to which Sublessee, its parent or any of its subsidiaries or affiliates is a party, provided Sublessee shall remain obligated under this Sublease (the foregoing being hereinafter referred to as a "Permitted Assignment"). The Sublessor will not divulge to any third parties, except if required by the applicable loan document, to Sublessor's lender, any confidential information received with respect to any proposed reorganization or merger. Any (a) assignment or subletting or (b) or the permitting of any person or entity other than the Sublessee to use, or occupy any portion of, or store any Property at the Demised Premises, without the consent of the Sublessor in each instance, shall be void and Section 20.2 shall constitute a breach of this Sublease. In the event of such prohibited assignment, sublet or use, occupancy or storage, the Sublessor may avail itself of any other remedies contained in this Sublease and any other express remedy available to it under applicable law. In addition to the foregoing, in the event of any breach of clause (b) in the preceding sentence, the Sublessor may cause the removal of such occupant and/or materials, goods or Property, at the sole cost and expense of the Sublessee. If the Sublessee proposes to assign the Sublease, enter into any sublease of the Demised Premises or grant to any person or entity the right to use, occupy, or store Property at any portion of the Demised Premises, the Sublessee shall deliver written notice thereof to the Sublessor, together with a copy of the proposed assignment, sublease or other agreement, if any, governing such use, occupancy or storage, and such financial information (i.e., balance sheet and annual reports concerning such sublessee, assignee or the person or entity that Sublessee proposes to let use or occupy, or store any Property at the Demised Premises (any such person or entity being hereinafter referred to as a "Licensee") as is acceptable to the Sublessor, in the exercise of Sublessor's reasonable discretion, the foregoing notice and financial information shall be delivered at least thirty (30) days prior to the effective date of the proposed assignment, the commencement date of the term of the proposed sublease or the date on which any person or entity proposes to use, occupy or store Property at the Demised Premises or any part thereof. Any proposed assignment, sublease or use, occupancy or storage of Property shall be expressly subject to the terms, conditions, and covenants of this Sublease. The Sublessee shall reimburse the Sublessor for all reasonable legal costs involved in reviewing a proposed assignment, subletting or agreement with any Licensee for the use, occupancy or storage of any Property. Any proposed assignment shall contain a written assumption by the assignee of all of the Sublessee's obligations under this Sublease. Any sublease shall (a) provide that the sub-sublessee shall procure and maintain a policy of insurance as required of the Sublessee under this Sublease; (b) provide for a copy to the Sublessor of any notice of default by either party, and (c) otherwise be reasonably acceptable in form to the Sublessor. No consent by the Sublessor to any subletting, assignment or use, occupancy or storage of Property by any Licensee shall be deemed to be a consent to any further subletting (or sub-subletting), assignment or any other use, occupancy or storage by any Licensee (including the Licensees for whom permission is being given). In the event that the Sublessee assigns or subleases any portion of the Demised Premises or permits the use, occupancy or storage of Property at any portion of the Demised Premises to anyone other than the Sublessee, or a subsidiary or affiliate of Sublessee pursuant to a Permitted Assignment, the Sublessee shall pay to the Sublessor monthly, as Additional Rent hereunder, one hundred (100%) percent of the amount calculated by subtracting from the rent and other charges and considerations payable from time to time by the assignee, sub-sublessee or Licensee to the Sublessee for aforesaid space, the amount of rent and other charges payable by the Sublessee to the Sublessor under this Sublease, allocated to the assigned, subleased or otherwise utilized portion of the Demised Premises. A) Except for a Permitted Assignment, Sublessee shall not have the right to sublet or assign the Demised Premises except on the following terms and conditions: 1) Such subletting or assignment shall not relieve the Sublessee from its duty to perform fully all of the agreements, covenants and conditions or limitations set forth hereinin this Sublease or any Guarantor from the obligations of any Guaranty executed and delivered in connection with this leasing. 2) The Sublessee shall first obtain the Sublessor's written consent to the subletting or assignment in each instance. 3) The Sublessee shall provide the name of the proposed sub-sublessee or assignee, Lessee maythe terms and conditions of the proposed subletting or assignment, but only with the nature and character of the business of the proposed sub-sublessee or assignee, and the banking, financial and other credit information to the, proposed assignee or sub-sublessee reasonably sufficient to enable Sublessor to determine the financial responsibility of said proposed sub-sublessee or assignee. B) If Sublessor shall not exercise its option within the period aforesaid, then Sublessor's consent of Lessor (which to such request shall not be unreasonably withheld but will be given only on the following conditions acknowledged by Sublessee to be reasonable and proper: 1) That the subletting or delayed)assignment is for the entire Demised Premises only; 2) That the subletting or assignment shall be to a sub-sublessee whose occupancy will be in keeping with the dignity and character of the then use and occupancy of the premises by other lessees and whose occupancy will not be more objectionable or more hazardous than that of Sublessee herein. In no event shall any subletting or assignment be permitted to a school of any kind or an employment or placement agency; or governmental or quasi-governmental agency; 3) That the subletting or assignment shall not be to any Sublessee, (asub-sublessee or assign of any leased space in the premises of which the Demised Premises form a part; 4) assign That no subletting or assignment shall be permitted to any person or entity who is then a tenant or occupant of Rotterdam Industrial Park, Northeastern Industrial Park or Scotia-Glenville Industrial Park; 5) That the sublease or assignment will expressly prohibit assignment of the Sublease agreement or further subletting by the sub-sublessee without Sublessor's written consent; 6) If this Lease Sublease shall be assigned, or sublet all if the Demised Premises or any part thereof, be sublet or occupied by any person or persons other than Sublessee, Sublessor may, after default by Sublessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection of rent shall be deemed a waiver of the Leased Property to an Affiliate of Lesseecovenants contained in this Sublease, or (b) sublet any retail or restaurant portion nor shall it be deemed acceptance of the Leased Improvements in assignee, subtenant or occupant as a tenant or a release of Sublessee from the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the full performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance by Sublessee of all of the terms, conditions and covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorthis Sublease.

Subletting and Assignment. Subject to A. Notwithstanding the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein12 of the Lease, Lessee may, but only with shall have the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of right to sublease the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant Premises "B" portion of the Leased Improvements in Premises as reflected on Exhibit "A" hereto without Lessor's consent being required provided the normal course following conditions are met: (i) the term of the Primary Intended Use; provided that any subletting Sublease does not exceed eighteen (18) months, (ii) Lessee delivers to Lessor a fully executed copy of the Sublease Agreement together with the most recent financial statement of the Sublessee (or other financial information reasonably acceptable to Lessor) and such other documentation as Lessor reasonably requests, and (iii) the Sublessee agrees in writing satisfactory to Lessor to assume, to be bound by, and to perform the obligations of the Lease to be performed by Lessee which relate to Premises "B". B. With respect to any party other than an Affiliate of Lessee shall not individually as to any one such assignment or subletting, or Lessor shall be entitled to receive, in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, fifty percent (50%) of all rent (however denominated and paid) payable by the sublessee shall comply with subtenant to Lessee in excess of that payable by Lessee to Lessor pursuant to the other provisions of Section 20.2this Lease and, and in the case of an assignment, all consideration given, directly or indirectly, by the assignee to Lessee. For the purposes of this clause, the term "rent" shall assume in writing and agree to keep and perform mean all consideration paid or given, directly or indirectly, for the use of the terms Premises or any portion thereof. The term "consideration" shall mean and include money, services, property or any other thing of this Lease on value such as payment of costs, cancellation of indebtedness, discounts, rebates and the part of Lessee like. Any rent or other consideration which is to be kept and performed and passed through to Lessor by Lessee pursuant to this subsection shall be, and become, jointly and severally liable with e paid to Lessor promptly upon receipt by Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with paid in cash, irrespective of the form in which received by Lessee for the performance thereoffrom any subtenant or assignee. In case of either an assignment the event that any rent or subletting made during the Termother consideration received by Lessee from a subtenant or assignee is in a form other than cash, Lessee shall remain primarily liable, as principal rather than as surety, for pay to Lessor in cash the prompt payment fair value of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorconsideration.

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- XIX and Section 20.2 23.2 and any other express conditions (or limitations set forth herein), Lessee Tenant may, but only with the prior written consent of Lessor (which shall not be unreasonably withheld or delayed)Landlord, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of LesseeTenant, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided provided, Tenant warrants that any subletting to any party other than an Affiliate of Lessee Tenant shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Tenant to be kept and performed and shall be, and become, jointly and severally liable with Lessee Tenant for the performance thereof. Notwithstanding the above, Lessee Tenant may assign the Lease to an Affiliate without the consent of LessorLandlord; provided that the organizational documents of such assignee are acceptable to Landlord and the Rating Agencies and such replacement tenant has delivered to Tenant and the Rating Agencies a nonconsolidation opinion in form acceptable to such parties any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee the Tenant to be kept and performed and shall be and become jointly and severally liable with Lessee Tenant for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee Tenant shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee Tenant hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee Tenant and such sublessee or assignee, as the case may be, in form and substance satisfactory to LessorLandlord, shall be delivered promptly to LessorLandlord.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party Property by anyone other than an Affiliate of Lessee shall not individually as to any one such sublettingTenant, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Leased Property to be kept and performed and offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned Subsidiary (direct or indirect) of ShoLodge shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate be permitted without the consent of, but upon Notice to, Landlord. For purposes of Lessor; provided this Section 16.1 an assignment of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of ShoLodge or any such assignee assumes in writing and agrees transaction pursuant to keep and perform which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of the terms of the Lease on the part of Lessee Tenant's assets are transferred to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either any other Entity, as if such change in control or transaction were an assignment of this Agreement, unless such Entity is a wholly owned Subsidiary (direct or subletting made during indirect) of ShoLodge. If this Agreement is assigned or if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly to Lessordeemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 this Lease regarding limitations on sublease rent and Section 20.2 the identity of subtenants and any other express conditions or limitations set forth herein, Lessee may, but only with shall not assign or sublet under this Lease without the express written consent of Lessor (Lessor, which shall not consent may be unreasonably withheld withheld, delayed or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements conditioned in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseLessor's sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2this Agreement, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or a subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. Any transfer of an ownership interest in Lessee or any constituent entity shall be subject to the same limitations as are applicable to a direct assignment of this Lease pursuant to this Section 23. 1. Notwithstanding anything to the contrary contained herein, Lessee may (i) without Lessor's consent, assign this Lease or sublet all or any part of the Leased Property to any parent, or wholly-owned subsidiary of Lessee or of Prime, or to any entity which is a successor to Lessee or Prime by way of merger, consolidation or corporate reorganization or by the purchase of all of the assets, partnership interests or shares of stock of Lessee, provided Lessee remains liable under this Lease, and Lessor receives counterparts of all related documents or (ii) sublet all or any part of the Leased Property to retail, restaurant or other concessions, at market rates, in the ordinary course of business with the consent of the Lessor, which consent shall not be unreasonably withheld, conditioned nor delayed. At the request of the Lessor, Lessee shall sublet, on a nonrecourse basis, any outparcel of the Leased Premises not necessary for the operation of the Facility under which the Lessor, as fee owner, is liable for all obligations of the sublandlord and receives all of the rent and other benefits of the sublease. Alternatively, at the request of the Lessor, the Lessee shall partially terminate this Lease as to any such outparcel, free of any purchase option, right of first offer or right of first refusal, without any termination fee or other consideration.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE 18 and Section 20.2 SECTION 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 22.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XIX and Section 20.2 SECTION 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee Lease Agreement Ashford TRS Corporation shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 23.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 23.02 and any other express conditions or limitations set forth hereinherein or in the Loan Documents, Lessee may, but only with the prior written consent of Lessor (which shall not to be unreasonably granted or withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseUse . In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.02, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Lessee to be kept and performed preformed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which consent may be given or withheld in Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses and the like but shall not be unreasonably withheld or delayeddeemed to include the lodging of hotel guests consistent with the Permitted Use), (a) assign this Lease or sublet all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party Property by anyone other than an Affiliate of Lessee shall not individually as to any one such sublettingTenant, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee Leased Property to be kept and performed and offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned Subsidiary (direct or indirect) of Prime shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate be permitted without the consent of, but upon Notice to, Landlord. For purposes of Lessor; provided this Section 16.1, an assignment of this Agreement shall be deemed to include any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of Prime or any such assignee assumes in writing and agrees transaction pursuant to keep and perform which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of the terms of the Lease on the part of Lessee Tenant's assets are transferred to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either any other Entity, as if such change in control or transaction were an assignment of this Agreement, unless such Entity is a wholly owned Subsidiary (direct or subletting made during indirect) of Prime. If this Agreement is assigned or if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant and their respective employees or hotel guests) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's prior written consent, which consent shall not unreasonably be withheld; provided, however, that Lessee may from time to time during the Term of this Lease enter into rental agreements with residents of the Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth hereinthis Paragraph 22, Lessee mayand its permitted assigns shall be entitled, but only with at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇rst obtaining the consent of Lessor Lessor, to sublease up to the greater of (which shall not be unreasonably withheld i) 2,000 square feet, or delayed)(ii) ten percent (10%) of the total square footage of the Facility, to any person or entity providing any services related or ancillary to the operation of the Facility or in connection with the provision of home health services both within and outside the Facility. Upon Lessor's consent, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2Paragraph 22.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding , (c) an original counterpart of each sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Except as provided in Section 20.2 and any other express conditions or limitations set forth herein16.3, Lessee mayTenant shall not, but only with the without Landlord's prior written consent of Lessor (which shall not consent may be unreasonably given or withheld or delayedin Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease (a) assign this Lease or sublet which term shall be deemed to include the granting of concessions, licenses and the like), all or any part of the Leased Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to an Affiliate be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of Lesseelaw, or (b) sublet any retail permit the use or restaurant portion operation of the Leased Improvements Property by anyone other than Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Agreement shall be deemed to include the following (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in the normal course Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Primary Intended Use; provided that Guarantor or any subletting transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant's assets are transferred to any party other than Entity, as if such change in control or transaction were an Affiliate assignment of Lessee this Agreement but shall not individually as include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to any one such sublettinga Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in the aggregateconnection therewith, materially diminish the actual acquire all or potential Percentage Rent payable under this Lease. In the case substantially all of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform one or more or all of the terms Courtyard, Residence Inn, TownePlace Suites or Marriott Hotels business of this Lease the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the part of Lessee Courtyard or Residence Inn business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to be kept such Corporate Transfer and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the no consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and by Landlord shall be and become jointly and severally liable required with Lessee for respect thereto. If Landlord fails to give Notice of such waiver (or the performance withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. In case of either an assignment If this Agreement is assigned or subletting made during if the TermLeased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such col lection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option. Upon an assignment permitted under Section 16.3(c), the transferor Tenant shall be released from all liabilities and obligations under this Agreement arising subsequent to Lessorthe effective date of such assignment.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign Lessee shall not, directly or indirectly, without the prior written consent of ▇▇▇▇▇▇, endorsed hereon, sell, assign, hypothecate or otherwise transfer this Lease or any interest hereunder, or sublet all the Premises or any part thereof, or permit the use of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to Premises by any party other than an Affiliate Lessee. Consent to any assignment or sublease shall not be deemed a waiver of the right of Lessor to approve any further assignment or subletting. Notwithstanding any permitted assignment or subletting, Lessee shall remain liable for the full and complete performance, satisfaction and compliance with each and every agreement, term, covenant, condition, requirement, provision and restriction of this Lease, as principal and not individually as surety or guarantor, and as if no such assignment or subletting had been made. (b) In the event that during the term of this Lease Lessee desires to sublease the Premises or assign this Lease Lessee shall give written notice thereof to Lessor, which notice shall contain (i) the name of the proposed subtenant or assignee; (ii) the terms of any sublease; and (iii) such other information as Lessor shall reasonably request; whereupon Lessor shall consider such proposed subtenant or assignee and notify Lessee with reasonable promptness as to Lessor's choice, at ▇▇▇▇▇▇'s sole discretion, of the following: (x) that Lessor consents to a subleasing of the Premises or assignment of this Lease to such proposed subtenant or assignee; or (y) that upon such proposed subtenant's or assignee's entering into a mutually satisfactory new lease of the Premises with Lessor, then Lessee shall be released from all further obligations and liabilities under this Lease (excepting only any one such subletting, unpaid rentals or in the aggregate, materially diminish the actual any unperformed covenants then past due or potential Percentage Rent payable unperformed under this Lease. ); or (z) that Lessor declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Lessor to establish the proposed subtenant's or assignee's financial strength and proposed use of and operations upon the Premises. (c) In the case event that Lessee sublets the Premises or any part thereof, or sells, assigns or transfers this lease and at any time receives rent and/or other consideration which exceeds that which Lessee would at that time be obligated to pay to Lessor, Lessee shall pay to Lessor 100% of a sublettingthe gross excess in such rent as such rent is received by Lessee and 100% of any other consideration received by Lessee from such subtenant in connection with such sublease or, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms assignment of this Lease on the part by ▇▇▇▇▇▇, Lessor shall receive 100% of any consideration paid to Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any by such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable connection with Lessee for the performance thereofsuch assignment. In case of either addition, should Lessor agree to an assignment or subletting made during the Termsublease agreement, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of ▇▇▇▇▇▇ will pay to Lessor on demand a sum equal to all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each Lessor's costs, including reasonable attorneys' fees, incurred in connection with such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessortransfer.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations permitted exceptions set forth hereinin SECTION 22.3 below, Lessee maymay not assign, but only with sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in the Leased Property without Lessor's consent, which may be withheld in Lessor's sole and absolute discretion. Upon Lessor's consent of Lessor (which shall and, in such cases where Lessor's consent is not be unreasonably withheld or delayedrequired pursuant to SECTION 22.3 below), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 22.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in a form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be delivered promptly to Lessor, and become jointly and severally liable with Lessee for the performance thereof. In (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumptionNothing hereunder shall preclude Lessor from selling the Leased Property or assigning or transferring its interest hereunder, duly executed by Lessee and such sublessee provided the new owner or assignee, as the case may be, in form and substance satisfactory to assignee expressly assumes Lessor, shall be delivered promptly to Lessor's obligations under this Lease.

Subletting and Assignment. Subject (a) The Lessee may assign with recourse ------------------------- this Lease or any of its rights or obligations hereunder in whole or in part to any Person, in which case the Lessee shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance reasonably acceptable to the provisions of Article 19 Lessor and Section 20.2 and any other express conditions or limitations set forth herein, the Required Participants. (b) The Lessee may, but only with without the consent of the Lessor, sublease the Property or portion thereof to any Person, provided, that such sublease (i) -------- shall not materially and adversely affect any of the Lessor's interests, rights or remedies under the Lease or the Lessor's title to the Property, (ii) shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the surrender of the Property (or portion thereof) if, after a Lease Event of Default has occurred, the Lease is terminated and shall expressly provide for termination at or prior to the earlier of the applicable Expiration Date or other date of termination of this Lease, (iii) shall be assigned to the Lessor as collateral for the Lessee's obligations under this Lease and the other Operative Documents, and (iv) shall not permit the Property, or portion thereof, to be used for any purpose other than for administration, manufacturing, design research and development and warehouse facilities which are not more burdensome than the Lessee's use. (c) Except as provided in Section 25.1(b), the Lessee shall not --------------- sublease the Property or any portion thereof to any Person without the prior written consent of the Lessor, which consent shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Leasewithheld. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.Within twenty

Subletting and Assignment. Subject The Lessee may assign with recourse this Lease or any of its rights or obligations hereunder in whole or in part to any Person, in which case the Lessee shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance acceptable to the provisions of Article 19 Lessor and Section 20.2 and any other express conditions or limitations set forth herein, the Required Participants. The Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld the Lessor, sublease the Property or delayed)portion thereof to any Person, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lesseeprovided, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of abide by the applicable terms of this Lease and the Lessee shall provide to the Lessor a copy of any such subleases. No assignment, sublease or other relinquishment of possession of the Property shall in any way discharge or diminish any of the Lessee's obligations to the Lessor hereunder and the Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so assigned or sublet. Any sublease of the Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the surrender of the Property (or portion thereof) after a Lease Event of Default hereunder. All such subleases shall expressly provide for termination at or prior to the earlier of the applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to Article XX. No assignee or sublessee shall be permitted to engage in any activities on the part of Lessee Property other than those permitted pursuant to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of Section 8.2, without the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment prior written consent of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XIX and Section 20.2 SECTION 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld or delayed)withheld, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2SECTION 23.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made ----------------------- Lease Agreement during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Except as otherwise expressly provided herein, or in the Master Hotel Agreement Lessee shall not sell, assign, sublet, transfer, convey or hypothecate, whether by operation of law or otherwise, its leasehold interest in the Leased Property, or any interest therein, to any other Person without the prior written consent of Lessor not to be unreasonably withheld. Subject to the provisions of Article 19 and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), may (a) on the terms and conditions set forth below, assign this Lease or sublet all or any part of the Leased Property to an Affiliate a Subsidiary of LesseeBHR, or (b) unless a Major Sublease is involved, sublet any retail or restaurant Restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish aggregate be executed by Lessee for the sole or primary purpose of diminishing in any material respect the actual or potential Percentage Rent payable under this Lease. Lessor shall have the right to approve in advance any Major Sublease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunderhereunder unless Lessor otherwise consents in writing (which consent will not be unreasonably withheld but may be conditioned upon the assignee's or transferee's satisfaction of criteria similar to those described in Section 21.1 hereof. An original counterpart of each such sublease and or assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject A) Lessee shall not have the right to sublet or assign the Leased Premises except on the following terms and conditions: 1) Such subletting or assignment shall not relieve the Lessee from its duty to perform fully all of the agreements, covenants and conditions set forth in this Lease Agreement or any Guarantor from the obligations of any Guaranty executed and delivered in connection with this Lease Agreement. 2) The Lessee shall first obtain the Lessor's written consent to the provisions subletting or assignment in each instance. 3) The Lessee shall provide the name of Article 19 the proposed sublessee or assignee, the terms and Section 20.2 conditions of the proposed subletting or assignment, the nature and any character of the businness of the proposed sublessee or assignee, and the banking, financial and other express conditions credit information relating to the proposed sublessee reasonably sufficient to enable Lessor to determine the financial responsibility of said proposed sublessee or limitations assignee. 4) Upon the receipt of such request from Lessee, Lessor shall have an option, to be exercised in writing within forty-five (45) days thereafter, to terminate this Lease Agreement effective on a date set forth hereinin Lessor's notice of termination, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayedless than thirty (30) days nor more than one hundred twenty (120) days following the service upon Lessee of Lessor's notice of termination (the "Termination Date"), (a. 5) assign In the event Lessor shall exercise such option to terminate this Lease or sublet all or any part Agreement, this Lease Agreement shall expire on the Termination Date as if that date had been originally fixed as the expiration date of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion term herein granted and Lessee shall surrender possession of the entire Leased Improvements Premises on the Termination Date in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply accordance with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorAgreement.

Subletting and Assignment. Subject The Lessee may assign with recourse this Lease or any of its rights or obligations hereunder in whole or in part to any Person, in which case the Lessee and the Guarantor shall guarantee performance of the obligations of such assignee under this Lease by a guaranty in form and substance acceptable to the provisions of Article 19 Lessor and Section 20.2 and any other express conditions or limitations set forth herein, the Required Participants. The Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of the Lessor; provided , sublease the Property or portion thereof to any Person, provided, that any no such assignee assumes sublease shall, in writing and agrees to keep and perform all the opinion of the terms Lessor, adversely affect any of the Lessor's interests, rights or remedies under the Lease on or the part Lessor's title to the Property. No assignment, sublease or other relinquishment of Lessee possession of the Property shall in any way discharge or diminish any of the Lessee's obligations to be kept the Lessor hereunder and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain directly and primarily liableliable under this Lease as to the Property, as principal rather than as suretyor portion thereof, so assigned or sublet. Any sublease of the Property shall be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder, and shall expressly provide for the prompt payment surrender of the Rent and Property (or portion thereof) after a Lease Event of Default hereunder. All such subleases shall expressly provide for termination at or prior to the performance and observance earlier of the applicable Expiration Date or other date of termination of this Lease unless the Lessee shall have purchased the Property pursuant to Article XX. No assignee or sublessee shall be permitted to engage in any activities on the Property that are substantially different from those engaged in by the Lessee without the prior written consent of the Lessor. The Lessee shall furnish a copy of all of subleases to the covenants Lessor and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered Agent promptly to Lessorafter their execution.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease with respect to the Leased Property or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements with respect to the Leased Property in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable with respect to the Leased Property under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate with respect to the Leased Property without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, (a) Lessee may, but only with without the consent of Lessor, assign its interest in this Lease (including, but not limited to, a transaction provided for in Section 3.5 above), or sublet the Real Property or any part thereof to sublessees, and approve, deny or condition any sub-assignment or sub-sublease of all or any portion of the Real Property as permitted under the applicable sublease therefore or under law (in each case, a "Transfer" or "Transfor"), in the normal course of Lessee's business or operation of the Real Property and in Lessee's sole and absolute discretion; provided, however, that an assignment of Lessee's interest in all or any portion of the Real Property shall terminate any obligations of the transferor Lessee therefore which arose or related to any period occurring after the date of such assignment, and further provided, that no Transfer shall reduce or terminate any of the obligations of Applicant hereunder. Any Transfer shall be only for lawful and moral purposes. Lessee shall give Lessor notice of any such Transfer, and shall provide Lessor with an instrument executed by the assignee or sublessee certifying that the assignment or sublease is in force and is subject to all of the terms and provisions of this Lease. (b) Applicant may not assign, sublet or transfer its rights or duties hereunder or under the LP Sublease without the prior written consent of the Lessor, which consent shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet and the prior written consent of Lessee if and as required under the IP Sublease. Any Transfer constituting a Transfer of all or any part a portion of Applicant's interest in the IP Sublease or rights of occupancy of the Leased Real Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the purposes and conditions set forth in the Application. Any such transfer of the Applicant's interest in the IP Sublease or the Real Property which is made with the consent of Lessor, as aforesaid, is subject to the policies and procedures of the Lessor. A change in the use and operation of the Real Property from that which is provided for in the Application, shall be deemed a Transfer of Applicant's interest in the IP Sublease or the Real Property, for which Lessor's and Lessee's prior consent shall be required, as aforesaid. All conditions and rights in this Lease applicable to Applicant with respect to an assignment or sublease of all or any portion of Applicant's interest in the IP Sublease or rights of occupancy in the Real Property as set forth above, shall be in addition to, and not in contravention or in lieu of, the applicable provisions of the IP Sublease respecting assignment and subleasing of the Real Property. (c) In the event of the termination of this Lease pursuant to the provisions of Article IX hereof, the Lessor expressly agrees that such termination shall be subject to all the rights and privileges of any and all permitted sublessees of Lessee under the terms and provisions of their respective subleases so long as each such sublease shall be approved (if Lessor's consent to the subletting is required under the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume 3.6(a) hereof) in writing by Lessor and agree to so long as the sublease under such sublease shall keep and perform all of the terms covenants and provisions of their respective subleases, and shall agree to attorn to Lessor as landlord under the direct lease from Lessor, as hereinafter provided. Lessor, by its execution of this Lease, consents to and approves the leasing of the Real Property pursuant to the IP Sublease. It is agreed that, in the event of the termination of this Lease pursuant to Article IX hereof, Lessor will thereupon enter into a direct lease of the Real Property to and for the benefit of such permitted sublessee, upon all of the same terms and provisions herein set forth and contained (including, but not limited to, the use provisions set forth in Section 3.2 hereof, and the payment in lieu of taxes provisions set forth in Section 6.2 hereof) for the balance of the Term of this Lease which would have remained, but for such termination; provided, however, Lessor's obligation to enter into such direct lease with such permitted sublessee shall be subject to the following conditions: (i) the termination of this Lease shall not have resulted from the failure of such permitted sublessee, as Applicant, to perform any of its undertakings and obligations as set forth or provided in this Lease or in the Application; (ii) no material uncured breach or event of default shall then be existing on the part of Lessee such permitted sublessee, under the sublease, as to which notice has been given and the time for curing (as provided in such sublease) has then expired; (iii) the use of the Real Property shall be for the purposes set forth and provided in this Lease and in the Application; (iv) the Project will continue to be kept used in a manner that will constitute a "project" within the meaning of Section 7-53-101 of the Act; and performed (v) Applicant is in compliance with its obligations and shall be, requirements as set forth and become, jointly provided in the Application and severally liable with in this Lease. (d) Lessor hereby covenants that it will contemporaneously mail to any permitted sublessee of Lessee for the performance thereofReal Property, at the address therefore provided by Lessee, or otherwise, a duplicate copy of any and all notices in writing which Lessor may, from time to time, give or serve upon Lessee under and pursuant to the terms and provisions of this Lease. Notwithstanding the aboveUnless and until such notice is mailed to such sublessees, Lessee may assign the Lease no action shall be taken by Lessor which would be prejudicial to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees sublease, or to keep and perform all the rights of the terms sublessee thereunder. If any sublessee of the Lease on Real Property requests that Lessor execute any certificate or other documents, such sublessee shall be responsible to reimburse Lessor's expenses, costs, and reasonable attorney fees incurred in reviewing documents or otherwise expended by Lessor as a result of such sublessee's transactions, but Lessee shall have no obligation to ensure such payment by such sublessee. (e) Any permitted sub-sublessee of the part Real Property may, at its option and to the extent permitted by its sub-sublease, at any time before the occurrence of Lessee an Event of Default, as defined herein, pay any of the rent due hereunder or do any other act or thing which may be necessary and proper to be kept and performed and shall be and become jointly and severally liable with Lessee for done in the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions hereof, so as to prevent the termination of this Lease. All payments so made and all things so done and performed by such sub-sublessee shall be as effective to prevent the occurrence of an Event of Default hereunder as the same would have been if done and performed by Lessee hereunderinstead of by such sub-sublessee. An original counterpart Nevertheless, no such payments by a sub-sublessee shall entitle it to an offset against amounts owed by such sub-sublessee to Applicant, or by Applicant to Lessee or a right of each reimbursement from Lessee to such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessorsub-sublessee.

Subletting and Assignment. Subject At all times during the Term, as may be extended, Tenant shall have the right exercisable in its sole and absolute discretion to sublease all or any portion of the Premises, or to assign all of its leasehold rights, to any one or more third parties (sometimes referred to as “Transfer,” and the subtenant or assignee may be referred to as “Transferee” which parties shall be included in the term “Tenant’s Agents”) without being required to secure the prior approval from Landlord or any party including any lender in connection with Landlord, provided that (a) Tenant will all times remain fully liable for the performance of all monetary and non-monetary covenants under this Lease, (b) Tenant will be fully responsible and liable for the actions of any subtenant or assignee in contradiction to the provisions terms of Article 19 this Lease, and Section 20.2 (c) the Transferee portion of the Premises will be used and occupied only for the Permitted Use. For any other express conditions subletting or limitations set forth hereinassignment, Lessee mayTenant shall give notice to Landlord not less than thirty (30) days following to the effective date of the terms of such Transfer (including, but only with if Tenant seeks to complete such Transfer without Landlord’s consent, evidence that such subletting or assignment meets the consent requirements of Lessor (which c) above). Any Transfer shall not be unreasonably withheld or delayedeffective if Tenant is in default of this lease beyond any applicable notice and cure period on the proposed effective date (unless Tenant subsequently cures any such uncured default prior to Landlord exercising Landlord’s remedies under this Lease). Tenant’s rights under Sections 1, 2, 5, 6, 7 and 8 of the Addendum shall only be assignable to a Transferee who is a successor in interest to Tenant under a complete assignment of all of Tenant’s rights under the Lease following notice to Landlord as provided above that meets the requirements of (c) above (“Permitted Transfer”), except as provided in such Sections. 19506884v9 22 14.1 Following any Transfer in accordance with this Section 14, Landlord may, after default by Tenant beyond any applicable notice and cure period (aunless Tenant subsequently cures any such uncured default prior to Landlord exercising Landlord’s remedies under this Lease), collect rent from the Transferee or occupant and apply the net amount collected to the Rent, but no Transfer or collection will be deemed an acceptance of the Transferee or occupant as Tenant or release Tenant from its obligations. 14.2 Transfer includes a sale by Tenant of substantially all of its assets or stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of 49% or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of 49% or more of the beneficial ownership interests in a partnership or limited liability company tenant. A Transfer as described in this Section 14.2 shall be Permitted Transfer if it meets the requirements of clauses (c) assign above in Section 14 and Tenant provides evidence in Tenant’s notice to Landlord that, as a result of such Transfer, such Transferee will have a minimum net worth of not less that the net worth of Tenant existing immediately prior to the effective date of such Transfer. 14.3 If a trustee or debtor in possession in bankruptcy is entitled to assume control over Tenant’s rights under this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting and assigns such rights to any third party other than an Affiliate notwithstanding the provisions hereof, and if Landlord is entitled under the Bankruptcy Code to “Adequate Assurance” of Lessee shall not individually as future performance of this Lease, the parties agree that such term includes the following: (1) Any assignee must demonstrate to any one such subletting, or in Landlord’s reasonable satisfaction a net worth and financial condition sufficient to evidence the aggregate, materially diminish Transferee’s ability to perform and meet the actual or potential Percentage Rent payable obligations under this Lease. In the case of Tenant’s financial condition was a subletting, the sublessee shall comply with material inducement to Landlord in executing this Lease. (2) The assignee must assume and agree to be bound by the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorLease.

Subletting and Assignment. Subject to the rights of (i) residents ------------------------- under existing resident agreements, (ii) Tenants under existing Tenant Leases, (iii) the provisions of Article 19 Section 23.3 below and Section 20.2 and (iv) any other express conditions or limitations set forth herein, Lessee may, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of consistently with the Primary Intended Use. Lessor shall not unreasonably withhold its consent to any subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree from and after the effective date of such assignment to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorSection 23.2.

Subletting and Assignment. Subject to the provisions of Article 19 ARTICLE XVIII and Section 20.2 SECTIONS 21.1 AND 21.2 and any other express conditions consents, conditions, limitations or limitations other provisions set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet hereafter sublease all or any part of the Leased Property to an Affiliate without first obtaining the written consent of LesseeLessor. Notwithstanding the foregoing, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee Lessor's consent shall not individually as be withheld with respect to any one such sublettingoccupancy leases which (i) are for less than 1,000 square feet, (ii) do not require Capital Expenditures by Lessor, (iii) do not affect the classification of Gross Revenues among Room Revenues, Food Sales, Beverage Sales or in Other Income, (iv) do not extend beyond the aggregate, materially diminish the actual or potential Percentage Rent payable under stated Term of this Lease, and (v) do not have provisions which could adversely affect the Company's status as a real estate investment trust. In the case of a permitted subletting, the sublessee shall comply with the provisions of this Section 20.2and SECTIONS 18.2, 18.3, 18.4 and 21.2, and in the case of an a permitted assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an No assignment or subletting made during the Termshall release Lessee from, and Lessee shall remain primarily liable, liable as principal rather than as suretysurety for, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. While the Submanagement Agreement is in effect, subleases entered into on Lessee's behalf by Primary Manager or Submanager that do not require Lessee's consent under the terms of the Primary Management Agreement shall not be deemed to violate the provisions of this Section.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 23.2 and any other express conditions or limitations set forth hereinherein or in the Loan Documents, Lessee may, but only with the prior written consent of Lessor (which shall not to be unreasonably granted or withheld or delayed)in Lessor’s sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this LeaseUse . In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the this Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the this Lease on the part of the Lessee to be kept and performed preformed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to the provisions of Article 19 XIX and Section 20.2 23.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Master Lease with respect to a Leased Property or sublet all or any part of the a Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements with respect to a Leased Property in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable with respect to the Leased Property under this Master Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Master Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Master Lease to an Affiliate with respect to a Leased Property without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Master Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject SECTION 14.01. Without the prior consent of LESSOR, LESSEE may sublet all or any portion of DEMISED PREMISES or license all or any portion of DEMISED PREMISES, but such subletting or licensing shall be consistent with the terms of this LEE ▇▇▇ in such event LESSEE shall not be relieved of any liability hereunder. SECTION 14.02. LESSEE may assign this LEASE: (i) without the prior written consent of LESSOR, to any corporation which may, as the result of a reorganization, merger, consolidation, or sale of substantially all of the assets (excluding inventory) of LESSEE, provided that In the case of such a sale the purchasing corporation shall have a net worth in excess of $20,000,000.00, succeed to the provisions business now being carried on by LESSEE in the State in which DEMISED PREMISES are located, or to any parent, affiliate, or subsidiary corporation of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only LESSEE; and (ii) with the prior consent of Lessor (LESSOR, and LESSOR's mortgagee, which consents shall not be reasonably withheld, and if withheld shall be for cause stated, to any person or corporation of equal or better financial responsibility than LESSEE. In either such event of assignment, LESSEE shall be relieved of all further responsibility under this LEASE upon the assumption in writing by the said assignee of all of LESSEE's responsibilities and obligations under this LEASE. SECTION 14.03. LESSOR may assign this LEASE, with the prior written consent of LESSEE, which consent shall not be unreasonably withheld withheld. As a condition of such consent, LESSOR shall deliver to LESSEE an assumption, in writing, by the proposed Assignee of all of LESSOR's responsibilities and obligations under this LEASE. If LESSOR's interest in this LEASE shall, for any reason, be acquired by more than one person, firm, corporation or delayed)other entity, (a) assign this Lease or sublet all or any part whether by conveyance, operation of the Leased Property to an Affiliate of Lesseelaw, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting otherwise, LESSOR shall, 16 by notice to any party other than an Affiliate of Lessee shall not individually as to any one such sublettingLESSEE, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform signed by all of the terms of this Lease on the part of Lessee then LESSORS hereunder, appoint one such LESSOR to whom rent may be kept and performed and shall bepaid by LESSEE, and becomeupon whom all notices which LESSEE may give hereunder may be served. Until such notice and appointment, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the aboveLESSEE may withhold all payments of rent due hereunder, Lessee may assign the Lease but such payments shall be paid to an Affiliate without escrow or trustee account. If LESSOR, or either one of them, desires to sell, transfer, or convey their Interest in the consent of Lessor; provided that DEMISED PREMISES to any such assignee assumes person, firm, corporation or other entity, LESSOR shall deliver to LESSEE an assumption, in writing and agrees to keep and perform all of writing, by the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Termproposed transferee, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of LESSOR's responsibilities and obligations under the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to LessorLEASE.

Subletting and Assignment. Subject to the provisions of Article 19 ------------------------- XVIII and Section 20.2 22.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor (which consent shall not be unreasonably withheld unless there has been a change of control of the Lessee or delayedsuch transaction results in a change of control in the assignee or sublessee, in which event such consent shall be at the sole and absolute discretion of the Lessor), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended UseUse previously approved by Lessor under Section 7.2; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. Any other assignment or transfer by Lessee shall be made only with the prior written consent of Lessor, which such consent shall be at the sole and absolute discretion of Lessor. Any transfer of the stock of Lessee which individually or in the aggregate results in a change of control shall be deemed a transfer for purposes of the prior sentence. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.222.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the abovecase may be, Lessee may assign the Lease in form and substance satisfactory to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and , shall be and become jointly and severally liable with Lessee for the performance thereofdelivered promptly to Lessor. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart As used herein, a change of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, control shall be delivered promptly deemed to Lessorhave occurred when (i) any Person other than any existing stockholder becomes the beneficial owner of 50% or more of the outstanding common stock of the subject Person, (ii) the membership of the Board of the subject Person is changed as a result of a contested election for directors so that the nominees for directors in such election designated by the pre-election board of directors or any nominating or other committee fail to be elected or to constitute a majority of persons who are elected in such election, (iii) there is a merger, liquidation, dissolution, consolidation, reorganization or reverse stock split as a result of which there is a material change in the control of the subject Person, or (iv) there is a lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of the subject Person as a result of which there is a material change in the control of the subject Person.

Subletting and Assignment. Subject to the rights of (i) residents under ------------------------- existing resident agreements, (ii) Tenants under existing Tenant Leases, (iii) the provisions of Article 19 Section 23.3 below and Section 20.2 and (iv) any other express conditions or limitations set forth herein, Lessee maymay not, but only with without the consent of Lessor (which shall not be unreasonably withheld or delayed)Lessor, (a) assign this Lease or sublet all or any part of the Leased Property other than an assignment or sublease to an Affiliate entity which is controlled by or under common control with Lessee in which case no such consent shall be required but Lessor shall be given notice of Lessee, such assignment or sublease and the same shall otherwise meet the requirements of clauses (b) sublet any retail or restaurant portion through (e) of the Leased Improvements in the normal course of the Primary Intended Usefollowing sentence. Lessor shall not unreasonably withhold its consent to any subletting or assignment; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or (a) in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.223.2, and (b) in the case of an assignment, the assignee shall assume in writing and agree from and after the effective date of such assignment to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In , (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance reasonably satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting made during the Termsubletting, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart In addition to Lessee's rights to sublet and assign as provided in this section above, Lessee shall also have the right (upon Lessor's prior consent, which consent shall not unreasonably be withheld) to enter into Tenant Leases which extend beyond the Term of each this Lease and (e) the sublease or assignment provides for a use of the Leased Property which is consistent with the Primary Intended Use. To the extent that any such sublease Tenant Leases extend beyond the Term of this Lease, Lessor shall receive the rents from, and assignment be responsible for any obligations on the part of the landlord or lessor under such Tenant Leases for such excess period. Any and assumptionall such Tenant Leases shall, duly executed by Lessee to the extent applicable, be subject to the provisions of this Section and such sublessee or assignee, as the case may be, Section 23.2. Nothing in form and substance satisfactory to Lessor, this Section 23.1 shall be delivered promptly to Lessorconstrued as prohibiting Lessee from granting the Leasehold Mortgages or Lessor from exercising its rights thereunder.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with may not without the consent of Lessor (Lessor, which shall not consent may be unreasonably withheld or delayed)in Lessor's sole discretion, (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate ▇▇▇▇▇▇▇▇ Hotels, Inc. without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of the Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

Subletting and Assignment. Subject to Except as provided in Section 17.3 below, Tenant shall not, without the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the prior written consent of Lessor a majority of the Independent Trustees and a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer the applicable Lease or sublease (which term shall not be unreasonably withheld or delayeddeemed to include the granting of concessions and licenses and the like), (a) assign this Lease or sublet all or any part of the applicable Leased Property or suffer or permit the applicable Lease or the leasehold estate created hereby or thereby or any other rights arising under the applicable Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the applicable Leased Property by anyone other than Tenant, or the applicable Leased Property to an Affiliate of Lessee, be offered or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee advertised for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during except as hereinafter provided. For purposes of this Section 17.1, an assignment of the Term, Lessee applicable Lease shall remain primarily liablebe deemed to include any Change in Control of Tenant or any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of Tenant's assets are transferred to any other entity, as principal rather than as surety, for the prompt payment if such Change in Control or transaction were an assignment of the Rent applicable Lease. If the applicable Lease is assigned or if the applicable Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant and for its employees, except as permitted by Section 17.3) Landlord, after an Event of Default occurs and is continuing, may collect the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each rents from such sublease and assignment and assumptionassignee, duly executed by Lessee and such sublessee subtenant or assigneeoccupant, as the case may be, in form and substance satisfactory apply the net amount collected to Lessorthe Rent herein reserved, but no such collection shall be delivered promptly deemed a waiver of the provisions set forth in the first paragraph of this Section 17.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenan▇▇, ▇▇reements or obligations contained in the applicable Lease. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to Lessorany subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 17.1. No assignment, subletting or occupancy shall affect the Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest in the applicable Lease in contravention of this ▇▇▇▇▇▇n 17.1 shall be voidable at Landlord's option.

Subletting and Assignment. Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), 41.01 (a) assign Tenant may, without Owner’s consent: (i) Assign this Lease lease to a corporation or sublet other business entity (herein called a “successor corporation”) into or with which Tenant shall be merged or consolidated or to which substantially all of Tenant’s stock or assets may be transferred or sold, provided that (x) such successor corporation shall assume all of Tenant’s obligations and liabilities under this lease by operation of law, or appropriate instrument of merger, consolidation or transfer; and (y) such successor corporation immediately after such merger or consolidation has a net worth at least equal to that of Tenant immediately prior to such merger or consolidation; (ii) Sublet any part part(s) of the Leased Property demised premises to an Affiliate of Lessee, or Tenant (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided as hereinafter defined). Tenant hereby covenants that any subletting to any party other than such entity shall at all times remain an Affiliate of Lessee Tenant and a breach of such covenant shall not individually constitute a material default under this lease for which Tenant shall be given a thirty (30) day opportunity to cure after written notice thereof; (iii) Permit any Affiliate of Tenant to use the demised premises, or any part thereof. Tenant hereby covenants that such use may only continue for such period as such entity shall remain an Affiliate of Tenant and a breach of such covenant shall constitute a material default under this lease for which Tenant shall be given a thirty (30) day opportunity to cure; and (iv) Assign this lease to an Affiliate of Tenant. Tenant hereby covenants that subsequent to such assignment the assignee shall remain an Affiliate of Tenant and a breach of such covenant shall constitute a material default under this lease for which Tenant and such assignee shall be given a thirty (30) day opportunity to cure after written notice thereof. 41.02 Concurrently with any of the transactions set forth in Sections 41.01(a), Tenant shall be required to submit reasonable proof that such entity, assignee, subtenant or occupant is a successor corporation or an Affiliate, such proof to be in form reasonably satisfactory to Owner. As used herein, the term “Affiliate” shall mean any corporation, partnership or other entity controlling, controlled by or under common control with Tenant. The word “control” (including “controlling”, “controlled by” and “under common control with”) as used with respect to any corporation, partnership or other entity shall mean the possession of a general partnership interest and/or the power to direct or cause the direction of the management and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, partnership interests or otherwise. Similar proof that an entity continues to be an Affiliate shall be furnished by Tenant to Owner within fifteen (15) days after written request therefor. A sale of more than fifty (50%) percent of the equity interests in Tenant in any one such subletting, transaction or in a series of transactions shall be deemed to be an assignment for purposes of this lease. 41.03 If Tenant shall desire to sublet the aggregatedemised premises in whole or in part or to assign this lease to anyone other than a successor corporation or an Affiliate, materially diminish the actual or potential Percentage Rent payable under this Lease. In Tenant shall submit to Owner a written notice (each, an “Offer”), which Offer shall include: (A) in the case of a sublettingproposed sublease, (i) a description of the sublessee portion of the premises proposed to be sublet (the “Proposed Portion”), (ii) the fixed rent and additional rent for said portion that Tenant would accept, (iii) the date upon which Tenant wishes to have the proposed sublease commence (which date shall comply with not be less than sixty (60) days after the provisions date of Section 20.2the Offer), and (iv) the date upon which Tenant wishes to have the proposed sublease expire (the “Proposed Sublease Expiration Date”), (B) in the case of an a proposed assignment, (i) the assignee shall assume in writing economic terms and agree to keep and perform all conditions of the proposed assignment, including the minimum consideration Tenant would accept therefor, and (ii) the date upon which Tenant wishes the assignment to be effective (which date shall be not less than sixty (60) days after the date of the Offer and (C) any other material terms of such proposed subletting or assignment then known to Tenant. For the purposes of this Lease on Article 41.03, the part “Proposed Effective Date” shall mean the date specified in the Offer as the desired effective date of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment desired commencement date of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessora sublease.