Common use of Subletting and Assignment Clause in Contracts

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s prior written consent (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 or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 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 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. Except as provided in SECTION 16.3, Tenant (a) Mesoblast shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), not assign, mortgage, pledge, hypothecate, encumber or otherwise in any manner transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, Sub-Sublease or any portion thereof, part thereof nor further sublet or suffer or permit this Agreement or the leasehold estate created hereby Subleased Premises or any other rights arising under this Agreement part thereof to be assignedused by others, transferredexcept as expressly permitted by this Sub-Sublease, 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, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 includeSublease (including, without limitation, any direct or indirect Change in Control the first sentence of TenantSection 10(a) thereof) and the Lease. If this Agreement Sub-Sublease is assigned or if in violation of the Leased Propertyprovisions of this Sub-Sublease, Carlo Pazolini may and is hereby empowered to collect rent from the assignee. In such event, Carlo Pazolini may apply the net amount received by it to the Fixed Rent, Additional Rent or any portion thereof is sublet (other payments herein reserved or occupied by anybody other than Tenant or any Manager provided for, and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in covenant herein against assignment, mortgage, pledge or encumbrance, or an acceptance of the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, assignee as a tenant, tenant or subtenant under this Sub-Sublease or a release of Tenant Mesoblast from the future further performance by Tenant of its covenants herein. If the Subleased Premises or any part thereof is further sublet or occupied by others in violation of the provisions of this Sub-Sublease, Carlo Pazolini is hereby empowered to collect rent from the subtenant or other occupant, and to apply the same to the curing of any default hereunder in any order of priority Carlo Pazolini may elect, any unexpended balance to be applied by Carlo Pazolini against any rental or other obligations subsequently becoming due. The making of any assignment, mortgage, pledge, encumbrance or subletting in whole or in part, and whether or not in violation of the provisions of this Sub-Sublease, shall not operate to relieve Mesoblast from its obligations under this Sub-Sublease and, notwithstanding any such assignment, mortgage, pledge, encumbrance or further subletting, Mesoblast shall remain liable for the payment of all Fixed Rent, Additional Rent and other charges and for the due performance of all the covenants, agreements, terms and provisions of this Sub-Sublease until the end of the Term (except to the extent of any rents actually collected by Carlo Pazolini from any such assignee or subtenant). Each and every assignee, whether as assignee or as successor in interest of Mesoblast or as assignee or successor in interest of any assignee, shall immediately be and become and remain liable jointly and severally with Mesoblast and with each other for the payment of the Fixed Rent, Additional Rent and other charges payable under this Sub-Sublease and for the due performance of all the covenants, agreements terms and provisions of this Sub-Sublease on the part of Mesoblast to be paid and performed until the end of the Term. (b) Any proposal by Mesoblast to assign this Sublease or obligations contained in this Agreement. Any assignment to further sublet the Subleased Premises or transfer of Tenant’s interest under this Agreement any portion thereof shall be subject to such assigneethe prior written consent of Carlo Pazolini, CIT and Landlord. Upon the request of Mesoblast (and two originals prepared by Mesoblast for Carlo Pazolini’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to 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 released from all obligations hereundersubmission), and no Carlo Pazolini shall forward to CIT an Original Transfer Notice (as defined in the Sublease) and/or a Second Transfer Notice (as defined in the Sublease). Carlo Pazolini will not unreasonably withhold, delay or condition its consent to any a proposed assignment or further subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth Subleased Premises or a portion thereof, provided that (i) Mesoblast is not then in default under this SECTION 16.1Sub-Sublease and (ii) CIT and Landlord have consented thereto. No assignment, subletting or occupancy Mesoblast shall affect any Permitted Use. Any subletting, reimburse Carlo Pazolini for all reasonable out-of-pocket expenses incurred in connection with a proposed assignment or other transfer subletting by Mesoblast, including, without limitation the reasonable out-of-pocket fees and disbursements of TenantCarlo Pazolini’s interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s optionattorneys.

Subletting and Assignment. Except as provided in SECTION 16.3, (a) Tenant shall not, without Landlord’s prior written consent not (which consent may be given i) transfer or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer assign this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, lease or any portion thereofinterest hereunder, or suffer or nor 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 assignment hereof by operation of law, (ii) sublet the Leased Premises or any part thereof nor (iii) permit the use or operation of the Leased Property, Premises by desk tenants or any portion thereof, by anyone other parties other than Tenant or any Manager approved by Landlord pursuant its agents, without in each instance first obtaining the prior written consent of Landlord. Should Tenant wish to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, obtain Landlord's consent to be offered or advertised for an assignment or subletting, it shall make such request in written form detailing the proposed sub-rent, term, sub-tenant or assignee, compensation to be received by Tenant, name and financial data of the proposed sub-tenant or assignee and such other information as Landlord may request. Landlord may, in its sole discretion either (i) give its approval (ii) not give its approval, or (iii) cancel and terminate this Lease, or if proposed subletting or assignment is for less than all the Leased Premises, cancel and terminate this Lease with respect to such portion (with the rent and all other charges payable hereunder equitably apportioned). If Landlord should grant Tenant its approval to any sublease or assignment, Tenant shall remain primarily liable for the performance of all the covenants contained herein. Tenant shall not pledge or mortgage its leasehold interest or any part thereof and such pledge or mortgage shall, at Landlord's option, render this lease void. (b) For purposes of this SECTION 16.1Paragraph: (i) the merger, transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or subtenant or transfer of a majority partnership interest of Tenant or any subtenant that is a partnership, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased PropertyLease, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupantsublease, as the case may be; (ii) a takeover, but no such collection management or succession agreement shall be deemed a waiver of the provisions set forth in the first paragraph transfer of this SECTION 16.1Lease; and (iii) a modification, the acceptance amendment or extension without Landlord's prior written consent of an assignment or a sublease previously consented to 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 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 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 new assignment or sublease. (c) Landlord may assign this SECTION 16.1Lease or any part thereof or right hereunder at any time. No Upon such assignment, subletting or occupancy Landlord shall affect any Permitted Use. Any subletting, assignment or other transfer have no further obligations with respect hereto and Tenant shall look solely to such assignee for the performance of Tenant’s interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s option's obligation.

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), not assign, mortgage, pledgepledge or encumber this Lease nor sublet all or any part of the Premises, hypothecatenor permit or allow the use of all or any part of the Premises by third party users, encumber or otherwise transfer this Agreement or such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto. However, Landlord understands that Tenant intends to have third parties manage and operate the vivarium and the chip tank within the Premises, and occupancy of portions of the Premises by such third parties shall not be considered a sublease or permit the sublease (other agreement for which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord Landlord’s consent is required pursuant to the applicable provisions immediately preceding sentence. Landlord will not unreasonably withhold, condition or delay its consent to any assignment of this AgreementLease or sublease of all or any part of the Premises under the circumstance described in Section 8.1(b)(i), and Landlord will consent to the sublease or all or a portion of the Premises, 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 Lease, to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii); otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Agreement shall be subject Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation, or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions), and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to such raise capital (including any IPO) which does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of the Declaration; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or transfereesubtenant’s delivery proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (H) if a Guarantysublease, which Guaranty there are not more than a total of three (3) subtenants, including the proposed subtenant under the proposed sublease, in occupancy of the Premises or portions thereof; and (I) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord. (ii) Landlord will consent to a sublease of all or any portion of the Premises, or an assignment of this Lease, to a Permitted Transferee, so long as (1) the subtenant or assignee is qualified to do business in the Commonwealth of Massachusetts; (2) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such sublease or assignment, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); and (3) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed sublease or assignment or the proposed use by the subtenant or assignee. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be performed hereunder. Tenant shall also pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease, including without limitation broker fees, attorneys’ fees, free rent concessions and build out costs, amortized on a straight-line basis over the remaining Lease Term. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) in the case of an assignment, assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord in its sole discretion accordance with the terms of this Lease; and which Guaranty shall constitute a Guaranty hereunder(ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest under herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Agreement in contravention Article VIII or other provisions of this SECTION 16.1 shall be voidable Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease of fifty percent (50%) or more of the Premises, Landlord, at its option and within ten (10) business days following receipt of Tenant’s request for Landlord’s consent, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, at Landlord’s option, Landlord may terminate this Lease as to the portion requested to be sublet and Landlord and Tenant shall execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building and the Project). In such an event, Landlord may enter into a new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Section 8.1(d), Tenant may, by written notice given to Landlord within five (5) Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent to the subject assignment or sublease, in which event this Lease shall not terminate. (e) Tenant shall not enter into any arrangements with any subtenant or assignee to circumvent, or which have the effect of circumventing, (i) Tenant obligation to share rents received from a sublease or assignment or (ii) any other provisions of this Article VIII.

Subletting and Assignment. Section 25.1.1. Except as expressly provided in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld or withheld in Landlord’s sole and absolute discretion)delayed, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement Lease shall be deemed to include any change in control of Tenant, as if such change in control or transaction were an assignment of this Lease. Changes in control of Tenant shall include, without limitation, (a) a change in the composition of the board of directors of Tenant or a Guarantor such that at the end of any direct 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 indirect Change persons appointed by such majority), (b) the sale or other disposition by a Guarantor of (i) any part of its interest in Control Tenant or (ii) all or substantially all of the assets of a Guarantor or Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (c) a merger or consolidation involving a Guarantor or Tenant, which results in the stockholders of a Guarantor or 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. Section 25.1.2. Subject to the provisions of Section 25.3 below and any other express conditions or limitations set forth herein, Tenant may, without the consent of Lessor, (i) assign this Lease or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (a) in the normal course of the Primary Intended Use such as but not limited to leasing of space for major moveable equipment or functional departments such as pathology, pharmacy and radiology, or (b) to concessionaires or other third party users or operators of portions of the Leased Property. Lessor shall not unreasonably withhold its consent to any other subletting or assignment, provided that (a) in the case of a subletting, the subtenant shall comply with the provisions of Section 25.2, (b) in the case of an assignment, the assignee (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 and (4) shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor's obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee and/or the lenders under that certain Credit Agreement, dated April 30, 1998, by and among the Lessor, NationsBank, N.A., as administrative agent, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as documentation agent, ▇▇ ▇▇▇▇▇▇ Securities Inc. and NationsBank ▇▇▇▇▇▇▇▇▇▇ Securities LLC as co-arrangers and the banks parties thereto, as the same may be amended and/ or replaced from time to time.. Section 25.1.3. If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunderLease. Section 25.1.4. 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 an particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 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 sublease which Lessor may reasonably request. If such notice is given, Lessor may, at its option terminate this Lease in the case of an assignment or terminate this Lease as to the applicable Leased Property in the case of a sublease. 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 21.1.5), 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 21.1.5 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, and all Rent shall be paid and apportioned to the date of such termination. If Lessor shall exercise its options under Section 21.1.5, Lessor may, and shall have no liability to Tenant if Lessor shall, lease to Tenant's prospective subtenant or assignee. Section 25.1.7. If Lessor shall give its consent to any assignment or subletting, Tenant shall, in consideration therefor, pay to Lessor, as Additional Charges as and when payable to Tenant, 20% of any consideration received on account of the assignment and (ii) 20% of the excess of (x) any rents, additional charges, or other consideration payable under the sublease by the subtenant to Tenant, after deducting therefrom brokerage commissions, legal fees incurred in connection with such subletting over (y) Rent accruing during ---- the term of the sublease pursuant to the terms hereof (such excess, the "Sublease Profits"). ---------------- Section 25.1.8. Any assignment and/or sublease must provide that (a) it shall be subject and subordinate to all of the terms and conditions of this Lease, (b) the use of the applicable Leased Property shall be restricted to the applicable Primary Intended Use and shall not conflict with any Legal Requirement, Insurance Requirement or any other provision of this Lease, (c) no sublessee or assignee shall be permitted to further sublet all or any part of the applicable Leased Property or assign this Lease or its sublease except as expressly provided in this Lease and (d) in the event of cancellation or termination of this Lease for any reason whatsoever or of the surrender of this Lease whether voluntary, involuntary or by operation of law, prior to the expiration date of such sublease, including extensions and renewals granted thereunder, at Lessor's option, the subtenant shall make full and complete attornment to Lessor for the balance of the term of the sublease, which attornment shall be evidenced by an agreement in form and substance satisfactory to Lessor and which the subtenant shall execute and deliver within 5 days after request by Lessor, its successors or assigns and the subtenant shall waive the provisions of any law now or hereafter in effect which may give the subtenant any right of election to terminate the sublease or to surrender possession in the event any proceeding is brought by Lessor to terminate this Lease. Section 25.1.9. Any assignment of this Lease or sublease of the applicable Leased Property in contravention of the express terms of this Article XXI shall be voidable at Landlord’s optionLessor's option and the acceptance of rent by Lessor from any such unauthorized assignee or subtenant shall not constitute a recognition or acceptance of the tenancy of such unauthorized assignee or subtenant. Section 25.1.10. Tenant shall pay to Lessor, within ten (10) business days after request therefor, all costs and expenses, including without limitation reasonable attorney's fees, incurred by Lessor in connection with any request by Tenant to assign this Lease or sublet the applicable Leased Property.

Subletting and Assignment. Except Other than as expressly provided herein (including in SECTION 16.3respect of Permitted Leasehold Mortgages under Article XVII, and the permitted Subleases and assignments described in this Article XXII), Tenant shall not, without Landlord’s prior written consent (which consent which, except as specifically set forth herein, may be given or withheld in Landlord’s sole and absolute discretion), assign(x) voluntarily, mortgage, pledge, hypothecate, encumber by operation of law or otherwise transfer this Agreement or sublease or permit the sublease assign (which term shall be deemed to include the granting of concessionsincludes any transfer, licensessale, sublicenses and the likeencumbering, pledge or other transfer or hypothecation), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarilythis Lease or Tenant’s Leasehold Estate, involuntarily (y) let or by operation sublet (or sub-sublet, as applicable) all or any part of lawthe Facility, or (z) engage the services of any Person (other than a wholly owned Subsidiary of ERI) for the management of the Facility, nor shall Tenant cause, suffer or permit any of the use or foregoing to occur. Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation of the Leased PropertyFacility hereunder and that Landlord entered into this Lease with the expectation that Tenant would remain in and operate the Facility during the entire Term. Any Change of Control (including any Change of Control of Guarantor) (or, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant subject to the applicable provisions of this Agreement, 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 limitationSection 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change in of Control, including any Change of 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection Guarantor) 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 constitute an assignment or transfer of Tenant’s interest under in this Agreement Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall be subject to such assignee’s apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or transferee’s delivery to Landlord Section 14 of a the Guaranty, which no assignment or direct or indirect transfer (nor any Change of Control) of any nature (whether or not permitted hereunder) shall result in the termination, release, reduction or limitation of any of Guarantor’s obligations or liabilities under the Guaranty, it being understood that, except as expressly provided in Section 14 of the Guaranty, all of Guarantor’s obligations and liabilities in respect of the Guaranty shall continue unabated and in full force and effect in accordance with the terms of the Guaranty, notwithstanding any such transfer, and shall not terminate or be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting released or assignment shall reduced 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 optionrespect.

Subletting and Assignment. Except Other than as expressly provided herein (including in SECTION 16.3respect of Permitted Leasehold Mortgages under Article XVII, and the permitted Subleases and assignments described in this Article XXII), Tenant shall not, without Landlord’s prior written consent (which consent which, except as specifically set forth herein, may be given or withheld in Landlord’s sole and absolute discretion), assign(x) voluntarily, mortgage, pledge, hypothecate, encumber by operation of law or otherwise transfer this Agreement or sublease or permit the sublease assign (which term shall be deemed to include the granting of concessionsincludes any transfer, licensessale, sublicenses and the likeencumbering, pledge or other transfer or hypothecation), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarilythis Lease or Tenant’s Leasehold Estate, involuntarily (y) let or by operation sublet (or sub-sublet, as applicable) all or any part of lawany Facility, or (z) engage the services of any Person (other than a wholly owned Subsidiary of ERI) for the management of any Facility, nor shall Tenant cause, suffer or permit any of the use or foregoing to occur. Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation of the Leased PropertyFacilities hereunder and that Landlord entered into this Lease with the expectation that Tenant would remain in and operate the Facilities during the entire Term. Any Change of Control (including any Change of Control of Guarantor) (or, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant subject to the applicable provisions of this Agreement, 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 limitationSection 22.2 below, any transfer of direct or indirect interests in Tenant that results in a Change in of Control, including any Change of 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection Guarantor) 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 constitute an assignment or transfer of Tenant’s interest under in this Agreement Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall be subject to such assignee’s apply thereto. Notwithstanding anything set forth herein, except as expressly provided in Section 22.2(i) or transferee’s delivery to Landlord Section 14 of a the Guaranty, which no assignment or direct or indirect transfer (nor any Change of Control) of any nature (whether or not permitted hereunder) shall result in the termination, release, reduction or limitation of any of Guarantor’s obligations or liabilities under the Guaranty, it being understood that, except as expressly provided in Section 14 of the Guaranty, all of Guarantor’s obligations and liabilities in respect of the Guaranty shall continue unabated and in full force and effect in accordance with the terms of the Guaranty, notwithstanding any such transfer, and shall not terminate or be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting released or assignment shall reduced 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 optionrespect.

Subletting and Assignment. Except as provided in SECTION 16.3A. 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 notgive Landlord written notice (which shall specify the duration of said desired sublease or assignment, without 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 space so affected as of the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however, that if Landlord elects to terminate this Lease Agreement pursuant to this Section 12.A(2), Tenant shall have ten (10) days after receipt of written notice of Landlord’s prior written election during which Tenant may, if it so desires, withdraw its request for Landlord’s consent to such assignment or sublease, in which event this Lease Agreement shall remain in full force and effect as if such request for Landlord’s consent had not been made; or (which consent may 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 given unreasonably withheld, conditioned or withheld delayed, if (a) the nature and character of the proposed assignee or sublessee and the principals thereof; their business and activities and intended use of the Leased Premises are in Landlord’s sole reasonable judgment consistent with the current standards of the Building and absolute discretionthe floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in and in the vicinity of the Texas Medical Center area of Houston, Texas, (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, conditioned or delayed) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase Landlord’s cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and 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), assign(e) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of any 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, mortgageincluding, pledgebut not limited to, hypothecatesums paid for the sale of Tenant’s fixtures, encumber 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, reasonable marketing costs, reasonable attorney’s fees and the reasonable cost of remodeling or otherwise transfer 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 such payments are actually received by Tenant, (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 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, 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 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 out-of-pocket 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 acceptability of the proposed assignee or sublessee, and all legal costs reasonably incurred in connection with the granting of any requested consent. C. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or permit 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 (which term 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 occur by merger or operation of law and (iii) permitting the granting of concessions, licenses, sublicenses and the like), use or occupancy of the Leased PropertyPremises, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion part thereof, by anyone other than Tenant or any Manager approved 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 pursuant to the applicable provisions of this Agreementin writing in advance, which consent shall not be unreasonably withheld, conditioned or the Leased Property, or any portion thereof, to be offered or advertised for assignment or sublettingdelayed. For purposes hereof, the transfer of this SECTION 16.1, an assignment the ownership or voting rights in a controlling interest of this Agreement shall be deemed to include, without limitation, any direct the voting stock of Tenant (if Tenant is a corporation) or indirect Change the transfer of a general partnership interest or a majority of the limited partnership interest in Control of Tenant. If this Agreement Tenant (if Tenant is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employeesa partnership), after termination of this Agreementat any time throughout the Term, Landlord may collect the rents from such assignee, subtenant or occupant, 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 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 released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver an assignment of this Lease Agreement. D. Notwithstanding anything to the prohibition set forth contrary contained herein, Tenant may assign this Lease Agreement or sublet the Leased Premises or any part thereof, without the prior consent of Landlord, to (i) an Affiliate (as defined below) of Tenant, (ii) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in this SECTION 16.1. No assignmentany merger of any other entity into or with Tenant), subletting or occupancy shall affect any Permitted Use. Any subletting, assignment (iii) an entity to which fifty percent (50%) or other transfer more of Tenant’s interest under this Agreement in contravention assets are transferred (each a “Permitted Transferee”); provided, however, (a) Tenant shall give Landlord written notice (which shall specify the assignee or sublessee, the duration of this SECTION 16.1 said assignment or sublease, the effective date of such assignment or subletting, the financial information necessary for Landlord to confirm the net worth test set forth below has been satisfied and the exact location of the space affected thereby and the rentals on a square foot basis to be charged thereunder) of such assignment or sublease at least ten (10) business days prior to such assignment or sublease, and (b) the assignee or successor entity must carry on the same use from the Leased Premises as Tenant and have a net worth as determined by generally accepted accounting principles (“GAAP”) on the date following such sale of assets or merger at least equal to the GAAP net worth of Tenant as of the day preceding such assignment, sublease, sale or merger. In the event of any subletting or assignment to a Permitted Transferee, one hundred percent (100%) of the rent received from such Permitted Transferee shall be voidable at Landlord’s option.retained by Tenant. Further, any Permitted Transferee under an assignment of the Lease Agreement or the

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), not assign, mortgage, pledge, hypothecate, pledge or encumber this Lease nor sublet all or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), any part of the Leased PropertyPremises, nor permit or allow the use of all or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation part of the Leased PropertyPremises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto. Landlord will not unreasonably withhold, condition or delay its consent to any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 Lease or sublease of all or any part of the Premises under the circumstance described in Section 8.1(b)(i), and Landlord will consent to the assignment of this Lease to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii); otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Agreement shall be subject Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions) and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to such raise capital which does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of the Declaration; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or transfereesubtenant’s delivery proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (H) if a Guarantysublease, which Guaranty there are not more than a total of three (3) subtenants, including the proposed subtenant under the proposed sublease, in occupancy of the Premises or portions thereof; and (I) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord. (ii) Landlord will consent to an assignment of this Lease to a Permitted Transferee, so long as: (1) the assignee is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (2) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment, including, without limitation, reasonable attorneys’ fees (not to exceed $3,000); and (3) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or the proposed use by the assignee. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be performed hereunder. Tenant shall also pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease amortized on a straight-line basis, over the remaining Lease Term. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord in its sole discretion accordance with the terms of this Lease; and which Guaranty shall constitute a Guaranty hereunder(ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest under herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Agreement in contravention Article VIII or other provisions of this SECTION 16.1 shall be voidable Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease of twenty-five percent (25%) or more of the Premises, Landlord, at its option, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, at Landlord’s option, Landlord may terminate this Lease as to the portion requested to be sublet and Landlord and Tenant shall execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building and the Project). In such an event, Landlord may enter into a new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Section 8.1(d), Tenant may, by written notice given to Landlord within three (3) Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent to the subject assignment or sublease, in which event this Lease shall not terminate. (e) Tenant shall not enter into any arrangements with any subtenant or assignee to circumvent, or which have the effect of circumventing, (i) Tenant obligation to share rents received from a sublease or assignment or (ii) any other provisions of this Article VIII.

Subletting and Assignment. Except as provided in SECTION 16.3, 14.1 Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber not sublet any part of the Premises nor assign or otherwise transfer this Agreement Lease or sublease any interest herein (sometimes referred to as “Transfer,” and the subtenant or permit assignee may be referred to as “Transferee”) without the sublease consent of Landlord first being obtained, which consent will not be unreasonably withheld or delayed provided that: (1) Landlord declines to exercise its rights under Section 14.3; (2) the Transferee is engaged in a business and the portion of the Premises will be used for the Permitted Use in a manner which term shall is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building Complex; (4) there is no Event of Default by Tenant at the time it makes its request. 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 fifty percent (50%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of fifty percent (50%) or more of the beneficial ownership interests in a partnership or limited liability company tenant. 14.2 Following any Transfer in accordance with this Section 14, Landlord may, after an Event of Default by Tenant, collect rent from the Transferee or occupant and apply the net amount collected to the Rent, but no Transfer or collection will be deemed to include the granting of concessions, licenses, sublicenses and the like), an acceptance of the Leased Property, Transferee or any portion thereof, occupant as Tenant or suffer or permit this Agreement or the leasehold estate created hereby or release Tenant from its obligations. Consent to a Transfer shall not relieve Tenant from obtaining Landlord’s consent to any other rights arising under this Agreement Transfer. Notwithstanding Landlord’s, consent to a Transfer, Tenant shall continue to be assigned, transferred, mortgaged, pledged, hypothecated primarily liable for its obligations. If Tenant collects any rent or encumbered, other amounts from a Transferee in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation excess of the Leased PropertyRent for any monthly period, Tenant shall pay Landlord the excess monthly, as and when received. 14.3 Notwithstanding the above, if Tenant requests Landlord’s consent to sublet the Premises or any portion thereof, by anyone other than Tenant assign the Lease for all or any Manager approved by Landlord pursuant to substantially all of the applicable provisions of this Agreement, 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 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 their respective employees), after termination of this Agreementremaining Term, Landlord may collect the rents from refuse to grant such assignee, subtenant or occupant, 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 Landlord consent in its sole discretion and shall, upon written notice to Tenant, have the option to terminate this Lease as to the portion of the Premises with respect to which Guaranty such consent was requested; provided, however, if Landlord does not consent and elects to terminate the Lease as to such portion, Tenant may within fifteen (15) days after notice from Landlord withdraw Tenant’s request for consent and the Lease shall constitute continue in accordance with its terms and conditions. If such termination occurs, it shall be effective on the date designated in a Guaranty hereundernotice from Landlord and shall not be more than thirty (30) days following such notice. 14.4 All documents utilized by Tenant to evidence a Transfer are subject to approval by Landlord. No subletting Tenant shall pay Landlord’s reasonable out-of-pocket expenses, including reasonable attorneys’ fees of determining whether to consent and in reviewing and approving the documents. Tenant shall provide Landlord with such information as Landlord reasonably requests regarding a proposed subtenant, including financial information. 14.5 Notwithstanding anything to the contrary herein, but subject to Section 14.2 and provided that the conditions of clauses (2) and (4) of Section 14.1 are met, Tenant may, without obtaining Landlord’s consent but upon prior written notice to Landlord, make a Transfer to the following parties on the following conditions (a “Permitted Transfer”): (1) any subsidiary or assignment shall in any way impair the continuing primary liability affiliate of Tenant hereunder of which Tenant owns a substantial interest; (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to 2) any subletting parent corporation of Tenant; (3) any subsidiary 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 affiliate of Tenant’s interest under parent corporation of which such parent owns a substantial interest; or (4) any corporation into which Tenant merges or consolidates or which purchases all or substantially all of the assets or stock of Tenant or a public offering of Tenant’s stock; provided that the resulting corporation has a net worth at least equal to Tenant’s net worth as of the date hereof; provided that: (i) Tenant remains primarily liable on its obligations hereunder; (ii) the Transferee assumes and is bound by all obligations of Tenant for payment of all amounts of Rent and other sums and the performance of all covenants required by Tenant pursuant to this Agreement in contravention Lease; (iii) the Transferee complies with the usage restrictions of this SECTION 16.1 shall be voidable at LandlordLease; and (iv) not less than thirty (30) days prior to the effective date of the Transfer (other than a public offering of Tenant’s optionstock), Tenant provides Landlord with such evidence as Landlord may reasonably require to establish that the Transfer meets the requirements of a Permitted Transfer.

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall notnot assign, without mortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s prior 's written consent (thereto, which consent may be given granted, conditionally granted or withheld in at Landlord’s sole and absolute discretion)'s discretion for any reason or no reason. As used herein, the term "assign, mortgage, pledge, hypothecate, encumber ' or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 `assignment' shall be deemed to include, without limitation: (i) any transfer of Tenants interest in this Lease by operation of law and/or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or series of transactions) whether by sale of its capital stock or otherwise. (i) Notwithstanding anything to the contrary in Section 8.1 (a), Landlord will not unreasonably withhold, condition or delay its consent to any direct sublease of all or indirect Change any part of the Premises, so long as (A) the sublease will not violate the terms of (1) any lease affecting the Landlord's Property or (2) any agreement, instrument, law, rule, regulation or requirement which is binding upon Landlord and/or the Landlord's Property; (B) the subtenant and its proposed use is of a character consistent with the operation of a first class office building; (C) the subtenant's proposed use is as offices and is permitted under the terms of this Lease; (D) the subtenant is qualified to do business in Control the Commonwealth of Massachusetts and has all applicable permits and licenses to do business; (E) Tenant pays to Landlord all of Landlord's reasonable expenses arising out of such sublease: (F) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed sublease or, the proposed use by the subtenant,, (G) there are not more than a total of two (2) subtenants, including the proposed subtenant under the proposed sublease, in occupancy of the Premises or portions thereof; (H) the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which consent may be granted or denied in Landlord's sole discretion; and (1) each of Landlord's mortgagees has consented to such sublease if such mortgagee's consent is required pursuant to the terms of the applicable financing documents. (ii) Notwithstanding anything to the contrary in Section 8.1(a), but subject to the requirements set forth below in this paragraph, Landlord's consent shall not be required to an assignment of this Lease to (A) any entity which controls the legal and beneficial ownership of Tenant. If this Agreement is assigned or if the Leased Property, (B) any entity controlled by, or under common control with, Tenant, (C) any portion thereof is sublet corporation resulting from a merger or consolidation with Tenant, or (D) an entity acquiring all or occupied by anybody other than substantially all of Tenant's assets, so long as, in each instance under any of clauses (A) through (D) above: (1) Tenant or any Manager shall give Landlord at least thirty (30) days prior written notice of such proposed assignment together with the name and their respective employees), after termination address of this Agreement, Landlord may collect the rents from such proposed assignee, subtenant information concerning the terms and provisions upon which the proposed assignment is to be made, copies of all documents evidencing or occupant, as setting forth the case may be, but no such collection shall be deemed a waiver terms of the provisions set forth transaction and all other information as reasonably requested by Landlord, (2) there is no change in the first paragraph use of this SECTION 16.1the Premises; (3) Tenant is the surviving corporation in any merger or consolidation, or, if Tenant is not the surviving corporation, the acceptance by Landlord surviving corporation assumes all of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release obligations 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 Lease by executing an assignment and assumption agreement with respect to such assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be this Lease in form and substance satisfactory to Landlord Landlord; (4) the assignee has a tangible net worth (i.e., book value, determined in its sole discretion accordance with generally accepted accounting principles, consistently applied, less all intangible assets) on the date of such assignment not less than $5,000,000.00; (5) the assignee is qualified to do business in the Commonwealth of Massachusetts and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair has all applicable permits and licenses to do business from 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.Premises:

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord’s prior written consent (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 or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement 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 Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof thereof, is sublet (or occupied by anybody other than Tenant or any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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 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 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 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 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 Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Except as provided in SECTION 16.3the last sentence of this paragraph and Section 16.3 below, Tenant shall not, without Landlord’s the prior written consent (which consent may be given or withheld in Landlord’s sole of a majority of the Independent Trustees and absolute discretion)a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Collective Leased Property, or any portion thereof, 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 occupancy of any of the Collective Leased Property, or any portion thereof, Properties by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased PropertyTenant, or any portion thereof, of the Collective Leased Properties to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to includeinclude any Change in Control of Tenant (other than any Change in Control resulting from (x) the closing of the IPO, (y) the trading of shares by the public on a nationally recognized exchange, including, without limitation, NASDAQ, or (z) the issuance of additional equity interests in Tenant or any direct Guarantor on commercially reasonable terms) or indirect Change in Control 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. Landlord's consent shall not be required in connection with the transfer of all of the interests in Tenant to Prime, provided that Prime shall, simultaneously therewith, execute and deliver to Landlord a Stock Pledge and Security Agreement in the form of the Stock Pledge Agreement. If this Agreement is assigned or if any of the Collective Leased Property, Properties or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination residents of this Agreement, the units at the Facilities) 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 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 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 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 Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Sections 16.2, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld by Landlord in Landlord’s its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, include any direct or indirect Change transfer of any interest in Control Tenant such that Tenant shall cease to be directly or indirectly owned by Sunrise Assisted Living, Inc. or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not owned by Sunrise Assisted Living, 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) If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination Tenant) in violation of this Agreement, 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 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. . (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 any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except as provided in SECTION 16.3Sections 16.3 and 16.4, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of all or any part of the Leased Property, or any portion thereof, 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 all or any part of the Leased Property, or any portion thereof, Property by anyone other than Tenant or Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement or residents and patients of Tenant, or the Leased Property, Property or any portion thereof, part thereof to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if all or any part of the Leased Property, or any portion thereof Property is sublet (or occupied by anybody other than Tenant or any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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 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. -52- Any assignment or transfer of Tenant’s 's interest under this Agreement shall be subject to such assignee’s 's or transferee’s 's delivery to Landlord of (a) a Guarantypledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under the Lease Documents, which Guaranty pledge shall be in form and substance satisfactory to Landlord in its sole discretion and (b) a security agreement granting Landlord a security interest in all of such assignee's or transferee's right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable and subject to Permitted Liens) with respect to any Property which Guaranty is subject to any such assignment or transfer to secure Tenant's obligations under the Lease Documents, which security agreement shall constitute a Guaranty hereunderbe in form and substance satisfactory to Landlord in its sole discretion. 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 Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except as otherwise expressly provided in SECTION 16.3this Section 16.1, Tenant shall not, without Landlord’s the prior written consent of Landlord (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), ) all or any part of the Leased Property, or any portion thereof, or suffer or permit this Agreement Lease or the leasehold estate created hereby or any other rights arising under this Agreement 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 operation occupancy of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement(except in accordance with Section 21.3.4), or permit the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. Notwithstanding the foregoing, (i) any sublease to a subtenant, licensee or concessionaire made in the ordinary course of operating the Facility (a) shall not require Landlord's consent if it is for a term of not more than five (5) years and involves not more than one thousand (1,000) square feet of rentable space, or (b) shall require Landlord's consent, but such consent shall not be unreasonably withheld, conditioned or delayed, if it is for a term of more than five (5) years or involves more than one thousand (1,000) square feet of rentable space and (ii) Tenant may, in each instance, after Notice to Landlord, assign this Lease to any Qualified Affiliate in accordance with Section 21.6.6, so long as such assignment will not violate or affect any applicable Legal Requirements or Insurance Requirements. For purposes of this SECTION Section 16.1, an assignment of this Agreement Lease (other than to a Qualified Affiliate in accordance with Section 21.6.6) shall be deemed to include, without limitation, any direct or indirect constitute a Change in Control of TenantControl. If this Agreement Lease is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination in contravention of this AgreementLease, 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 (i) a waiver of the provisions set forth in the first paragraph of this SECTION Section 16.1, (ii) the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or (iii) a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this AgreementLease. Any assignment Tenant, as the debtor in possession, or transfer the trustee for Tenant (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 have the right to assign this Lease or sublet the Leased Property to an assignee or sublessee that (i) is a competitor of Landlord or (ii) is not a capable, reliable, qualified Person of good reputation and character with the financial capacity to satisfy Tenant's obligations under this Lease. The Trustee shall not have the right to assign this Lease or sublet the Leased Property to a real estate investment trust that is, or intends to be, publicly traded. In the event that Tenant becomes the subject of any proceeding under Title 11 of the Bankruptcy Code, Tenant covenants and agrees that: (i) it shall promptly upon demand therefor from Landlord, but in no event later than sixty (60) days (as such time may be extended by a bankruptcy court in such proceeding) after the commencement of such proceeding (a "TENANT BANKRUPTCY"), announce its decision whether to assume or reject this Lease and Tenant's obligations under the Consent and Assignment and the Assigned Agreements, and promptly take and diligently pursue such actions as may be necessary to authorize and implement such decision; and (ii) it shall either assume this Lease and all of Tenant’s interest 's obligations under the Consent and Assignment and the Assigned Agreements to the extent such Assigned Agreements have not expired or terminated in accordance with their respective terms, or it shall reject this Lease and all of Tenant's obligations under the Consent and Assignment and the Assigned Agreements. In a Tenant Bankruptcy, Tenant covenants and agrees that it cannot cure any defaults under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord Lease and cannot provide adequate assurances of a Guaranty, which Guaranty shall be in form future performance of this Lease without curing any and substance satisfactory to Landlord in all monetary and non-monetary defaults of Tenant's obligations under the Consent and Assignment and the Assigned Agreements and providing adequate assurances of Tenant's future performance of its sole discretion obligations under the Consent and which Guaranty shall constitute a Guaranty hereunderAssignment and the Assigned Agreements. 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 Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement Lease in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except as otherwise expressly provided in SECTION 16.3this Section 16.1, Tenant shall not, without Landlord’s the prior written consent of Landlord (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), ) all or any part of the Leased Property, or any portion thereof, or suffer or permit this Agreement Lease or the leasehold estate created hereby or any other rights arising under this Agreement 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 operation occupancy of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement(except in accordance with Section 21.3.4), or permit the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. Tenant may, in each instance, after Notice to Landlord, assign this Lease to any Qualified Affiliate in accordance with Section 21.6.6, so long as such assignment will not violate or affect any applicable Legal Requirements or Insurance Requirements. For purposes of this SECTION Section 16.1, an assignment of this Agreement Lease (other than to a Qualified Affiliate in accordance with Section 21.6.6) shall be deemed to include, without limitation, any direct or indirect constitute a Change in Control of TenantControl. If this Agreement Lease is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination in contravention of this AgreementLease, 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 (i) a waiver of the provisions set forth in the first paragraph of this SECTION Section 16.1, (ii) the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or (iii) a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this AgreementLease. Any assignment Tenant, as the debtor in possession, or transfer the trustee for Tenant (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 have the right to assign this Lease or sublet the Leased Property to an assignee or sublessee that (i) is a competitor of Landlord or (ii) is not a capable, reliable, qualified Person of good reputation and character with the financial capacity to satisfy Tenant's obligations under this Lease. The Trustee shall not have the right to assign this Lease or sublet the Leased Property to a real estate investment trust that is, or intends to be, publicly traded. In the event that Tenant becomes the subject of any proceeding under Title 11 of the Bankruptcy Code, Tenant covenants and agrees that: (i) it shall promptly upon demand therefor from Landlord, but in no event later than sixty (60) days (as such time may be extended by a bankruptcy court in such proceeding) after the commencement of such proceeding (a "Tenant Bankruptcy"), announce its decision whether to assume or reject this Lease and Tenant's obligations under the Consent and Assignment and the Assigned Agreements, and promptly take and diligently pursue such actions as may be necessary to authorize and implement such decision; and (ii) it shall either assume this Lease and all of Tenant’s interest 's obligations under the Consent and Assignment and the Assigned Agreements to the extent such Assigned Agreements have not expired or terminated in accordance with their respective terms, or it shall reject this Lease and all of Tenant's obligations under the Consent and Assignment and the Assigned Agreements. In a Tenant Bankruptcy, Tenant covenants and agrees that it cannot cure any defaults under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord Lease and cannot provide adequate assurances of a Guaranty, which Guaranty shall be in form future performance of this Lease without curing any and substance satisfactory to Landlord in all monetary and non-monetary defaults of Tenant's obligations under the Consent and Assignment and the Assigned Agreements and providing adequate assurances of Tenant's future performance of its sole discretion obligations under the Consent and which Guaranty shall constitute a Guaranty hereunderAssignment and the Assigned Agreements. 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 Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement Lease in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Sections 5.4 and 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting; provided, however, that upon a transfer of the Leased Property by Landlord whereby this Agreement is excluded from the term "Leases" as used in the Membership Interest Pledge Agreement such that the Membership Interest Pledge Agreement no longer secures the performance of Tenant hereunder, Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and 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. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to includeinclude the following (for purposes of this Section 16.1, without limitation, a "Corporate Transfer"): any direct or indirect Change transfer of any interest in Control Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor 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 but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the Residence Inn or TownePlace Suites business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or 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 Property will be managed by Guarantor or a wholly-owned Subsidiary of Guarantor 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 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 new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an Affiliated Person of Tenant or Guarantor, 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. Tenant shall deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any 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. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Tenant) 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 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. (e) Except as set forth in Section 16.1(c), which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No 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 16.1Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option. (f) Following a transfer described in Section 16.1(c) 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 the Guarantor, including without limitation, the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement or to exercise its rights and remedies as a secured party under the Membership Interest Pledge Agreement, which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any Tenant, except as to a Qualified Transferee which becomes the Tenant under this Agreement.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Sections 16.2, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld by Landlord in Landlord’s its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, include any direct or indirect Change transfer of any interest in Control 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) If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination Tenant) in violation of this Agreement, 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 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. . (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 any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Sections 5.4 and 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting; provided, however, that upon a transfer of the Leased Property by Landlord whereby this Agreement is excluded from the term "Leases" as used in the Stock Pledge Agreement such that the Stock Pledge Agreement no longer secures the performance of Tenant hereunder, Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and 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. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to includeinclude the following (for purposes of this Section 16.1, without limitation, a "Corporate Transfer"): any direct or indirect Change transfer of any interest in Control Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor 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 but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the Courtyard, Fairfield Inn, or SpringHill Suites business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or 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 Property will be managed by Guarantor or a wholly-owned Subsidiary of Guarantor 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 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 new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an Affiliated Person of Tenant or Guarantor, 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. Tenant shall deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any 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. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Tenant) 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 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. (e) Except as set forth in Section 16.1(c), which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No 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 16.1Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option. (f) Following a transfer described in Section 16.1(c) 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 the Guarantor, including without limitation, the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, or to exercise its rights and remedies as a secured party under the Stock Pledge Agreement, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement or to exercise its rights and remedies as a secured party under the Stock Pledge Agreement, which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any Tenant, except as to a Qualified Transferee which becomes the Tenant under this Agreement.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld by Landlord in Landlord’s its sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber encumber, or otherwise transfer this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or any other rights arising under this Agreement Lease to be assigned, transferred, mortgaged, pledged, hypothecated hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily involuntarily, or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or any Manager approved by Landlord pursuant to restrict Tenant from engaging, or limit the applicable provisions requirement of this AgreementTenant to engage, the Management Parties or other hotel managers), or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement Lease shall be deemed to include, include the following: without limitationLandlord’s consent, any direct or indirect Change transfer of any interest in Control 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) If this Agreement Lease is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employeeshereunder), after termination of this Agreement, then Landlord may collect the rents from such assignee, subtenant 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 Section 16.1, the acceptance by Landlord of such assignee, subtenant 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 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. 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 any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION Section 16.1. No assignment, subletting subletting, or occupancy shall affect any Permitted Use. Any subletting, assignment assignment, or other transfer of Tenant’s interest under this Agreement Lease in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall notnot by operation of law or otherwise, without Landlord’s 's prior written consent (consent, which consent may shall not be given unreasonably withheld, conditioned or withheld in Landlord’s sole and absolute discretion)delayed, assign, hypothecate, mortgage, pledge, hypothecate, encumber or convey this Lease or any interest in or under it, or to sublet, or otherwise permit occupancy by any other person or entity of all or any portion of the Premises or Storage Area. Tenant acknowledges and agrees that it shall not be deemed unreasonable for Landlord to refuse its consent to any proposed assignee or subtenant (i) whose reputation or financial condition is unacceptable to Landlord; (ii) who is currently a tenant in the Building; or (iii) who is or has been in active good faith negotiation with Landlord or its agent within the last ninety (90) days for comparable space in the Building. For the purposes of this section any transfer this Agreement of stock in a corporate tenant or sublease any transfer of an interest in a partnership tenant in which a transfer of control of the corporation or permit the sublease (which term partnership is effected shall not be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 Lease requiring the prior written consent of Landlord. Any document purporting to sublet the Premises and/or the Storage Area or assign Tenant's interest in this Lease shall be deemed to include, without limitation, of no force or effect unless the same shall bear the written consent of Landlord. No subtenant or assignee shall use the Premises for 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 purpose other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunderPermitted Use. No subletting permitted sublease or assignment shall in any way impair the continuing release Tenant from Tenant's primary liability under this Lease. If Tenant desires the consent of Landlord to sublease or assign, at least thirty (30) but no more than one hundred twenty (120) days prior to the date on which Tenant hereunder desires the assignment or sublease to be effective (unless the "Transfer Date") Tenant must submit the proposed sublease or assignment to Landlord for Landlord's approval, together with the following documents: (a) a detailed description of the portion of the Premises and/or the Storage Area proposed to be sublet (which must be a single, self-contained unit (the "Space"); (b) a complete financial statement of the subtenant or assignee with an authorization to verify the same; (c) a declaration by the subtenant or assignee as to the type of business to be carried out and the number of employees to occupy the Space; (d) payment of a $200 fee for processing of the sublease or assignment documents; (e) proof of payment of all leasing commissions, if applicable; and (f) executed lease estoppel certificates from Tenant expressly otherwise agree and the proposed subtenant or assignee in the Building standard form. If Tenant is permitted to sublease at a base rent in excess of that provided for herein, or if Tenant shall be released from all obligations hereunder)is permitted to assign its interest in this Lease for any consideration whatsoever, and no consent to such excess or such consideration (net of any subletting or assignment costs, including commissions, paid by Tenant and approved in a particular instance writing by Landlord in connection with such permission to sublease or assign) shall be deemed paid by Tenant to be a waiver Landlord as received. Tenant shall pay all of the prohibition set forth in this SECTION 16.1. No assignmentLandlord's out-of-pocket costs and expenses, subletting or occupancy shall affect including reasonable attorneys' fees, relating to any Permitted Use. Any subletting, such proposed assignment or other transfer of Tenant’s interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s optionsubletting.

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute absolute, good faith, discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to and the applicable provisions of this AgreementManager, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION 16.1, Section 16.1 an assignment and/or transfer of this Agreement shall be deemed to include, without limitation, include any direct or indirect Change transfer of any interest in Control Tenant such that Tenant shall cease to be a 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. If this Agreement is assigned or otherwise transferred or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Tenant, the Manager and their respective employees), after termination of this Agreement, employees or hotel guests) 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 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 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 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. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as provided set forth in SECTION 16.3Section 8.1(b), Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), not assign, mortgage, pledgepledge or encumber this Lease nor sublet all or any part of the Premises, hypothecatenor permit or allow the use of all or any part of the Premises by third party users, encumber such as concessionaires, without, on each occasion, obtaining Landlord's written consent thereto, which consent shall not be unreasonably withheld, conditioned or otherwise transfer this Agreement or delayed. In connection with a proposed sublease or permit assignment for which Tenant requests Landlord's consent pursuant to this Section 8.1(a), Tenant shall furnish to Landlord (i) a copy of the proposed sublease or assignment (or, if the proposed sublease or assignment has not yet been negotiated, a summary of the material business terms of the sublease or assignment), (ii) financial and other information about the subtenant or assignee, and the proposed use of the Premises by the subtenant or assignee, as reasonably requested by Landlord to assess the creditworthiness of the subtenant or assignee, to determine whether the subtenant or assignee, and its proposed use, is of a character consistent with the operation of a building of the type and character of the Building, and to determine whether the proposed use of the subtenant or assignee is a Permitted Use. Tenant shall pay to Landlord all of Landlord's reasonable expenses arising out of a proposed sublease or assignment, including, without limitation, a legal retainer in a reasonable amount required by Landlord in advance of Landlord's review of any of Tenant's documentation in connection therewith. Tenant may not assign this Lease nor sublet all or any part of the Premises at any time that there exists an uncured Event of Default. Any proposed sublease must prohibit any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which term consent shall be deemed granted or denied on terms consistent herewith. (i) Notwithstanding anything to include the granting of concessions, licenses, sublicenses and the likecontrary in Section 8.1(a), but subject to Section 8.1(c), Tenant may, upon at least ten (10) Business Days prior written notice to, but without the requirement of the Leased Propertyconsent by, Landlord, sublease all or any portion thereofof the Premises to one or more Tenant Affiliates, or suffer or permit so long as (A) Tenant furnishes to Landlord a copy of the sublease and evidence reasonably satisfactory to Landlord that the sublease is permitted under this Agreement or Section 8.1(b)(i); (B) the leasehold estate created hereby subtenant's proposed use is a Permitted Use; (C) there does not then exist an uncured Event of Default; (D) the sublease prohibits any assignment of the sublease or any other rights sub-sublease of any portion of the Premises without the prior written consent of Landlord, which consent shall be granted or denied on terms consistent herewith; and (E) Tenant pays all of Landlord's reasonable expenses arising out of such sublease including, without limitation, a legal retainer in a reasonable amount specified by Landlord in advance of Landlord's review of any of Tenant's documentation in connection therewith. (ii) Notwithstanding anything to the contrary in Section 8.1(a), but subject to Section 8.1(c), Tenant may, upon prior written notice to, but without the requirement of consent by, Landlord, assign this Lease to a Tenant Affiliate, so long as (A) within ten (10) Business Days after such assignment, Tenant furnishes to Landlord a copy of the assignment and evidence reasonably satisfactory to Landlord that the assignment is permitted under this Agreement Section 8.1(b)(ii); (B) the assignee's proposed use is a Permitted Use; (C) there does not then exist an uncured Event of Default; and (D) Tenant pays all of Landlord's reasonable expenses arising out of such assignment including, without limitation, a legal retainer in a reasonable amount specified by Landlord in advance of Landlord's review of any of Tenant's documentation in connection therewith. (iii) Notwithstanding anything to be assignedthe contrary in Section 8.1(a), transferredTenant may, mortgagedupon prior written notice to, pledgedbut without the requirement of consent by, hypothecated Landlord, allow one or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the more Tenant Affiliates to use or operation portions of the Leased PropertyPremises from time to time; provided that in such use of the Premises the applicable Tenant Affiliate shall be subject to all of the terms of this Lease. (iv) Notwithstanding anything to the contrary in Section 8.1(a), Tenant may collaterally assign Tenant's interest in this Lease to a bank or other financial institution as security for financing provided by such bank or other financial institution to Tenant, provided that any portion thereofassignment of this Lease occurring by reason of the enforcement of such collateral assignment, by anyone other than Tenant an assignment to such bank or financial institution, shall be subject to Section 8.1(a), and after any Manager approved by Landlord pursuant to the applicable provisions assignment of this AgreementLease to such bank or financial institution occurring by reason of the enforcement of such collateral assignment, such bank or financial institution shall thereafter be subject to, and have the Leased Propertyrights of Tenant under, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes Article VIII. (c) In the event of this SECTION 16.1, an assignment of this Agreement Lease consented to by Landlord or permitted pursuant to Section 8.1(a) or Section 8.1(b), Tenant shall be deemed to include, without limitation, jointly and severally liable with the new tenant for the payment of any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if and all Base Rent and Additional Rent which may become due by the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination terms of this Agreement, Landlord may collect Lease and for the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver performance 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 all covenants, agreements or obligations contained in this Agreementand conditions on the part of Tenant to be performed hereunder. Any Tenant shall also pay to Landlord, with respect to portions of the Lease Term after the tenth (10th) Lease Year, fifty percent (50%) of the amount, if any, by which any rent from time to time received as a result of the assignment or transfer sublease, after deducting therefrom the costs incurred by Tenant in the assignment or sublease transaction (which costs shall include leasing commissions, reasonable attorneys' fees and tenant improvements costs), exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis; provided, however, that the foregoing provisions of Tenant’s interest this sentence shall not apply to an assignment or a sublease to a Tenant Affiliate. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and the Tenant execute and deliver to Landlord an agreement, in commercially reasonable form submitted by Landlord and with the assignment or sublease attached, pursuant to which inter alia, such new tenant (A) in the case of an assignment, assumes all of the obligations of the Tenant under this Agreement shall Lease, (B) agrees to execute and deliver such estoppel certificates and subordination agreements as may be subject reasonably required by Landlord, (C) in the case of a sublease, acknowledges that Landlord has no obligations to such assignee’s new tenant under this Lease, the sublease or transferee’s delivery otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof satisfactory to Landlord of a Guarantywhen requested; and (ii) the new tenant delivers to Landlord evidence, which Guaranty shall be in form and substance satisfactory to Landlord Landlord, of the insurance coverages required to be maintained by such new tenant under the agreement referenced in its sole discretion and which Guaranty shall constitute a Guaranty hereunderclause (i) above. No subletting modification of the terms of this Lease or any course of dealing between Landlord and any assignee or sublessee of Tenant's interest herein shall operate to release or impair Tenant's obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Article VIII or other provisions of this Lease, in the event that Tenant seeks Landlord's consent to an assignment shall in of this Lease or a sublease of all or any way impair part of the continuing primary liability Premises to become effective after the twentieth (20th) Lease Year, Landlord, at its option, may terminate this Lease (or if the request is for a sublease of Tenant hereunder (unless less than all of the Premises, at Landlord's option, Landlord may terminate this Lease as to the portion requested to be sublet and Landlord and Tenant expressly otherwise agree that shall execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant's Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building). In such an event, Landlord may enter into a new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord's sole discretion for the Premises or the portion of the Premises released from this Lease. (e) Tenant shall be released not enter into any arrangements with any subtenant or assignee for the purpose of circumventing (i) its obligation to share rents received from all obligations hereunder), and no consent to any subletting a sublease 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 (ii) any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention provisions of this SECTION 16.1 shall be voidable at Landlord’s optionArticle VIII.

Subletting and Assignment. Except (a) Notwithstanding the provisions of Article 16 of the Initial Lease (as defined on Exhibit "A"), Sublessee may, without the consent of Sublessor, freely assign this Sublease or sublet the Subleased Premises in whole or in part, separately or in combinations, to such persons or entities, at such rentals and on such terms and conditions as Sublessee shall determine for any period or periods of time provided in SECTION 16.3the term of any such subletting does not extend beyond the Sublease Expiration Date. No such subletting or assignment shall relieve Sublessee from its obligations hereunder. (i) With respect to any further subletting by Sublessee of all or any portion of the Subleased Premises (hereinafter collectively called "Occupancy Leases" and individually an "Occupancy Lease"), Sublessor agrees that, within five (5) days after written request of Sublessee for a non-disturbance and attornment agreement accompanied by a copy of the Occupancy Lease for which such agreement is requested, Sublessor will enter into non-disturbance and attornment agreements with Sub-sublessees (hereinafter called "Occupancy Tenants") provided that the pro-rata fixed rent and additional rent payable under such Occupancy Lease is not less than the fixed rent and additional rent payable under this Sublease. (ii) Any such non-disturbance and attornment agreement shall provide substantially as follows: (A) So long as no default exists, nor any event has occurred, which has continued to exist for such period of time (after notice, if any, required by said Occupancy Lease) as would entitle the landlord under said Occupancy Lease to terminate said Occupancy Lease, or would cause the termination of said Occupancy Lease without any further action of said landlord, or would entitle said landlord to dispossess said Occupancy Tenant, said Occupancy Tenant shall notnot be joined as a party defendant in any action or proceeding which may be instituted or taken by Sublessor for the purpose of terminating this Sublease by reason of a default hereunder, nor shall said Occupancy Tenant be evicted from the premises demised under said Occupancy Lease, nor shall said Occupancy Tenant's leasehold estate under said Occupancy Lease be terminated or disturbed, nor shall any of said Occupancy Tenant's rights under said Occupancy Lease be affected in any way by reason of any default under this Sublease, or any disaffirmance or termination of this Sublease, provided, however, that Sublessor shall not (i) be liable for any act or omission of any prior landlord under said Occupancy Lease, or (ii) be subject to any offsets or defenses which said Occupancy Tenant may have against any prior landlord under said Occupancy Lease, or (iii) be bound by any rent or additional rent which said Occupancy Tenant may have paid in advance for more than one month to any prior landlord under said Occupancy Lease, or (iv) be bound by any amendment or modification of said Occupancy Lease made without Landlord’s Sublessor's prior written consent (which consent Sublessor agrees not to unreasonably withhold or delay; and (B) In the event of the termination or expiration of this Sublease for any reason, said Occupancy Tenant shall be bound to Sublessor under all of the terms, covenants and conditions of said Occupancy Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be given affected in accordance with any option therefor in said Occupancy Lease, with the same force and effect as if Sublessor were the landlord under said Occupancy Lease, said attomment to be effective and self-operative without the execution of any further instruments upon the termination or withheld expiration of this Sublease; and said Occupancy Tenant shall promptly execute and deliver any instrument Sublessor shall reasonably request to evidence such attornment; and (C) Said Occupancy Lease is, and shall at all times, continue to be subject and subordinate, in Landlord’s sole each and absolute discretion)every respect, assignto all rights, mortgage, pledge, hypothecate, encumber title and interest of Sublessor under this Sublease. (c) Sublessee and any assignee or otherwise transfer this Agreement or sublease or permit the sublease (which term further subtenant of Sublessee shall be deemed permitted to include make alterations, decorations and installations in the granting of concessions, licenses, sublicenses and Subleased Premises or any part thereof in accordance with the like), applicable provisions of the Leased PropertyLease and any such alterations, decorations and installations in such space therein made by Subleseee and/or any such assignee or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to subtenant may be assigned, transferred, mortgaged, pledged, hypothecated or encumberedremoved, in whole or in part, whether voluntarily, involuntarily by Sublessee or by operation such assignee or subtenant, at its option, prior to or upon the expiration or other termination of lawsuch further sublease or this Sublease, provided that Sublessee or permit the use such assignee or operation subtenant, at its expense, shall repair any damage and injury to such space so caused by such removal. If Sublessee or any assignee or subtenant of Sublessee contemplates making an "Alteration" (as defined in Article 6 of the Leased PropertyInitial Lease) as would require Landlord's approval under the Lease, Sublessor's approval shall not be required. (d) Upon the expiration or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 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 their respective employees), after sooner termination of this Agreementthe Sublease Term, Landlord may collect Sublessor will accept the rents from such assignee, subtenant or occupant, 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 Landlord Sublet Premises 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 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 optionthen existing condition.

Subletting and Assignment. (a) Except as provided in SECTION Sections 5.4, 14.3(c) 16.3, 16.4 and in this Section 16.1, Tenant shall not, without Landlord’s 's prior written consent consent, (which consent may be given or withheld by Landlord in Landlord’s its sole and absolute discretion), ) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, 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 Section 16.1, an assignment of this Agreement shall be deemed to includeinclude the following (for purposes of this Section 16.1, without limitation, a "Corporate Transfer"): any direct or indirect Change transfer of any interest in Control 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) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or 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 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 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 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 such proposed transfer to Landlord at least thirty (30) days prior to any 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, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination Tenant) in violation of this Agreement, 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 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 . (d) Except as set forth in Section 16.1(a) 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(b), which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No 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 16.1Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s '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. Except as provided in SECTION 16.3A. In the event Lessee 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 Lessee shall not, without Landlord’s prior give Lessor written consent notice (which consent may be given shall specify the duration of said desired sublease or withheld 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 financial condition and business operations) of such desire at least ninety (90) days in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement advance of the date on which Lessee desires to make such assignment or sublease or allow such a use or occupancy. Lessor shall then have a period of sixty (60) days following receipt of such notice within which to notify Lessee in writing that Lessor elects: (1) IN THE EVENT SUCH ASSIGNEE OR SUBLESSEE FAILS TO MEET THE CONDITIONS SET FORTH IN SUBPARAGRAPH (III) BELOW, to refuse to permit Lessee 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 space so affected as of the date so specified by Lessee in which event Lessee shall be relieved of all obligations hereunder as to such space arising from and after such date; or (3) To permit Lessee to assign this Lease Agreement or sublet such space for the duration specified in such notice, subject to Lessor's subsequent written approval of the proposed assignee or sublessee, which approval shall not be unreasonably withheld or delayed if (a) the nature and character of the proposed assignee or sublessee, its business and activities and intended use of the Leased Premises are in Lessor's reasonable judgment consistent with the current standards of the Building and the floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or currently an occupant of any part of the Building or a party with whom Lessor is then negotiating to lease space in the Building or in any adjacent Building owned by Lessor, (c) the form and substance of the proposed sublease or instrument of assignment is acceptable to Lessor (which term acceptance by Lessor shall not be unreasonably withheld) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase the office cleaning requirements, (2) impose an extra burden upon the services to be supplied by Lessor to Lessee hereunder, (3) violate the current rules and 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) Lessee enters into a written agreement with Lessor whereby it is agreed that fifty percent (50%) of any profit realized by Lessee as a result of said sublease or assignment and any and all sums and other considerations of whatsoever nature paid to Lessee 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 Lessee's fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property (that is, after deducting and giving Lessee credit for Lessee'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 Lessor as it accrues as additional rent hereunder, and (f) the granting of such consent will not constitute a default under any other agreement to which Lessor is a party or by which Lessor is bound. B. No assignment or subletting by Lessee shall be effective unless Lessee shall execute, have acknowledged and deliver to Lessor, and cause each sublessee or assignee to execute, have acknowledged and deliver to Lessor, an instrument in form and substance acceptable to Lessor in which (i) such sublessee or assignee adopts this Lease Agreement and assumes and agrees to perform jointly and severally with Lessee, all of the obligations of Lessee under this Lease Agreement, as to the space transferred to it, (ii) Lessee and such sublessee or assignee agree to provide to Lessor, 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) Lessee acknowledges and agrees that, notwithstanding such subletting or assignment, Lessee remains directly and primarily liable for the performance of all the obligations of Lessee hereunder (including, without limitation, the obligation to pay rent), and Lessor shall be permitted to enforce this Lease Agreement against Lessee or such sublessee or assignee, or both, without prior demand upon or proceeding in any way against any other persons. C. Any consent by Lessor to a particular assignment or sublease shall not constitute Lessor'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 Lessee. The prohibition against an assignment or sublease described in this Section 12 shall be deemed to include the granting of concessionsa prohibition against Lessee's mortgaging or otherwise encumbering its leasehold estate, licenses, sublicenses and the like), of the Leased Property, as well as against an assignment or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or sublease which may occur by operation of law, or permit the use or operation each of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 which shall be deemed to include, without limitation, any direct or indirect Change in Control ineffective and void and shall constitute an event 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 default under this Lease Agreement shall be subject unless consented to such assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be by Lessor in form and substance satisfactory to Landlord writing 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 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 optionadvance.

Subletting and Assignment. Except as provided in SECTION 16.3, If Tenant shall not, without Landlord’s prior written consent (which consent may be given desires to assign this Lease or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit sublet the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, demised premises in whole or in part, whether voluntarilyTenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, involuntarily which request shall contain or be accompanied by operation of law, or permit the use or operation following information: (i) the name and address of the Leased Propertyproposed assignee or subtenant; (ii) the terms and conditions of the proposed assignment or subletting; (iii) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the demised premises; (iv) current financial information; (v) a description of the proposed sublet space; and (vi) any other information as Landlord may reasonably request with respect to the proposed assignee or subtenant, or any portion thereof, by anyone which request shall be made within ten (10) days following Landlords receipt of the initial information. If the proposed transaction is an assignment of the Lease (other than Tenant an assignment or any Manager approved by Landlord sublease pursuant to section 44G hereof) or a sublease for all or substantially all of the applicable provisions Premises for all or substantially all of this Agreementthe Term, or Landlord shall have the Leased Property, or any portion thereofoption, to be offered exercised by notice given to Tenant within thirty (30) days after the later of (a) receipt of Tenant's request for consent or advertised for (b) receipt of such further information as Landlord may reasonably request pursuant to clause (v) above either (x) to require a surrender of the Premises as of a date to be specified in said notice (the "Termination Date") which shall be not earlier than one (1) day before the effective date of the proposed assignment or subletting. For purposes subletting or later than thirty-one (31) days after said effective date, in which event Tenant shall vacate and surrender the demised premises on or before the Termination Date and the term of this SECTION 16.1Lease shall end on the Termination Date as if that were the Expiration Date, an assignment or (y) if the proposed transaction (the "Transaction") is a sublease, to obtain a sublet from Tenant of this Agreement the Premises, including Tenant's leasehold improvements therein, upon the terms and conditions hereinafter set forth as of a date to be specified in said notice (the "Leaseback Date") which shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if not earlier than one (1) day before the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver effective date of the provisions set forth proposed subletting or later than thirty-one (31) days after said effective date, in which event Tenant shall deliver possession of 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 Premises to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting on or assignment shall in any way impair before 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 optionLeaseback Date.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease, 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder subject, in Landlord’s sole and absolute discretion)all cases, assignto the prior written consent of any Facility Mortgagee which has a consent right, assign this Lease in its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease all or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement Lease shall be deemed to include any change in control of Tenant, as if such change in control or transaction were an assignment of this Lease. Changes in control of Tenant shall include, without limitation, (a) a change in the composition of the board of directors of any direct Tenant 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 indirect Change persons appointed by such majority), (b) the sale or other disposition of all or substantially all of the assets of Tenant (other than a bona fide pledge in Control connection with a financing approved by Lessor), and (c) a merger or consolidation involving Tenant, which results in the stockholders of TenantTenant 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 the 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 the Leased Property. Section 25.1.2 Subject, in all cases, to the consent rights, if any, of any Facility Mortgagee, Lessor's consent, which shall not be unreasonably withheld, delayed or conditioned, shall be required for any subletting of the Leased Property in whole or in part or any assignment of this Lease. Any such subletting or assignment shall, at a minimum, satisfy the following conditions: (a) in the case of a subletting, the subtenant shall comply with the provisions of Section 25.2 hereof, (b) the assignee or subtenant (1) shall be a creditworthy entity, in Lessor's reasonable judgment, 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 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 in question for the Primary Intended Use, and (5) in the case of an assignment, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor in its sole discretion (and to the extent required, satisfactory to any Facility Mortgagee), shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Section 25.1.3 If this Agreement Lease is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at Landlord’s Lessor's option. Section 25.1.5 If Tenant shall desire to assign this Lease or sublet all (but not a portion) of the 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 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 the Leased Property for the Primary Intended Use (or any other use permitted under the terms of this Lease). If such notice is given, Lessor may, at its option, terminate this Lease as to the Leased Property. 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 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 shall be paid and apportioned to the date of such termination. 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. (a) 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% of the excess of:

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s prior written consent (which consent consent, which, except as specifically set forth herein, may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily voluntarily or by operation of lawlaw assign (which term includes any sale, encumbering, pledge or permit other transfer or hypothecation) this Master Lease, master sublet all or any part of the use Leased Property of any Facility or engage the services of any Person for the management or operation of any Facility. Tenant acknowledges that Landlord is relying upon the Leased Property, expertise of Tenant in the operation of the Facilities and that Landlord entered into this Master Lease with the expectation that Tenant would remain in and operate such Facilities during the entire Term and for that reason Landlord retains sole and absolute discretion in approving or disapproving any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or sublettingmaster sublease. For purposes of this SECTION 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Any (a) Change in Control of Tenant. If this Agreement (as such term is assigned defined in Guarantor’s Credit Agreement); or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 b) transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s stock, partnership or transferee’s delivery to Landlord membership interests (or the stock, partnership or membership interests of a Guarantyany entity(ies) that controls Tenant, other than Guarantor) or any dissolution or merger or consolidation of Tenant (or its controlling entity(ies)) with any other entity, which Guaranty shall be results in form any Person and substance satisfactory such Person’s Affiliates (other than an Affiliate of Guarantor) collectively owning greater than twenty-five percent (25%) of the total outstanding shares of any class of Tenant’s stock, partnership or membership interests (or the stock of its controlling entity(ies), other than Guarantor), or the sale or other transfer of all or substantially all of the assets of Tenant (or its controlling entity(ies)) other than to Landlord in its sole discretion and which Guaranty an Affiliate of Guarantor, shall constitute a Guaranty hereunderan assignment of Tenant’s interest in this Master Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply. No subletting Any sublease of more than ten percent (10%) of any Facility to any Person or assignment shall in any way impair the continuing primary liability its Affiliates (other than an Affiliate of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunderGuarantor), and no consent to any subletting in one transaction or assignment in a particular instance series of transactions, shall be deemed to be a waiver master sublease hereunder. For any sublease transaction not requiring the consent of Landlord hereunder, Tenant shall, within ten (10) days of entering into any such sublease, notify Landlord of the prohibition set forth in this SECTION 16.1. No assignmentexistence of such sublease and the identity of the subtenant and supply Landlord with a copy of the sublease, subletting any related documentation and any other materials 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 information reasonably requested by Landlord’s option.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s prior written consent (which consent Lessee may be given or withheld in Landlord’s sole and absolute discretion)not sublet, assign, mortgage, pledge, hypothecateor mortgage this lease and may not grant licenses, encumber commissions, or otherwise transfer other rights of occupancy to all or any portion thereof or any part of the Leased Premises without ▇▇▇▇▇▇'s prior written approval which shall not be unreasonably withheld. ▇▇▇▇▇▇ agrees to approve or reject any Lessee request to sublet, assign, pledge or mortgage this Agreement Lease within fifteen (15) days of ▇▇▇▇▇▇'s written request therefor, and in the event Lessor does not approve or sublease reject such request in accordance with this paragraph on or permit before the sublease (which term end of such 15 day period, Lessor shall be deemed to include have consented to such subletting, assignment, pledge or mortgage. A potential Sublessee's or Assignee's financial strength, reputation, personnel, and length of sublease or assignment shall be important factors in Lessor's approval. The foregoing shall not be construed to prohibit or to require Lessor's consent to (A) a sale of Lessee's stock in a public offering, or (B) a merger of Lessee with another entity so long as the granting surviving entity has a net worth immediately after such merger at least equal to the greater of concessions(i) Lessee's net worth as of the Commencement Date, licensesand (ii) Lessee's net worth immediately prior to such merger. If Lessor gives its approval to any sublease or assignment, sublicenses Lessor shall be entitled to (1) 50% of any excess between Lessee's rental per square foot under the lease and the like)rental per square foot under the sublease or assignment, and (2) 50% of the Leased Property, Net Consideration (as hereinafter defined) received by Lessee in respect of such sublease or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or sublettingotherwise from such sublessee or assignee. For purposes hereof, "Net Consideration" means all sums paid by the sublessee or assignee in consideration of this SECTION 16.1, an such assignment of this Agreement shall be deemed to includeminus all customary and reasonable closing expenses (including, without limitation, customary and reasonable legal and brokerage expenses) incurred in connection with such sublease or assignment. "Net Consideration" shall include any direct sums paid for the purchase or indirect Change rental of any of Lessee's property, less, in Control the case of Tenanta sale thereof, the then net fair market value thereof. If this Agreement The foregoing is assigned in consideration of additional management performed or if to be performed by Lessor under such sublease or assignment. In addition to the Leased Propertyforegoing, Lessor may charge Lessee for ▇▇▇▇▇▇'s reasonable attorney's fees incurred in connection with the review, drafting, negotiating, consultation and approval of any sublease, assignment, pledge or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination mortgage of the Lease. Violation of this Agreement, Landlord may collect the rents from such assignee, subtenant lease by sublessees or occupant, as the case may be, but no such collection assignees shall be deemed a waiver violation by ▇▇▇▇▇▇. Approval by Lessor 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting any sublease or assignment shall in not release Lessee from any way impair the continuing primary liability of Tenant hereunder (unless Landlord obligation under this lease and Tenant expressly otherwise agree that Tenant shall not constitute approval for subsequent subletting or assignment. Sublessees or assignees shall be released from liable for all of Lessee's obligations hereunder)under this lease unless otherwise specified in writing. Upon default by ▇▇▇▇▇▇, any Sublessee shall pay all sublease rentals and other sums due Lessor, direct to Lessor, to be credited against sums owed to Lessor by Lessee under this lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this lease is attached thereto, (2) the sublessee or assignee agrees in writing to be liable for all of Lessee's obligations under this lease, and no consent (3) Lessor's written approval is attached to any subletting the sublease 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. Except as provided in SECTION 16.3Sections 16.3 and 16.4, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of all or any part of the Leased Property, or any portion thereof, 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 all or any part of the Leased Property, or any portion thereof, Property by anyone other than Tenant or Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement or residents and patients of Tenant, or the Leased Property, Property or any portion thereof, part thereof to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if all or any part of the Leased Property, or any portion thereof Property is sublet (or occupied by anybody other than Tenant or any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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 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 's interest under this Agreement shall be subject to such assignee’s 's or transferee’s 's delivery to Landlord of (a) a Guarantypledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under the Lease Documents, which Guaranty pledge shall be in form and substance satisfactory to Landlord in its sole discretion and (b) a security agreement granting Landlord a security interest in all of such assignee's or transferee's right, title and interest in and to any personal property, intangibles and fixtures (other than accounts receivable and subject to Permitted Liens) with respect to any Property which Guaranty shall constitute a Guaranty hereunder. No subletting is subject to any such assignment or assignment shall in any way impair transfer to secure Tenant's obligations under the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant Lease Documents, which security agreement shall be released from all obligations hereunder), in form and no consent substance satisfactory to any subletting or assignment Landlord in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1its sole discretion. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as otherwise provided in SECTION 16.3below, Tenant shall notnot assign, without Landlordmortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining ▇▇▇▇▇▇▇▇’s prior written consent (which thereto. Landlord will not unreasonably withhold, condition or delay its 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 or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 Lease or sublease of all or any part of the Premises under the circumstances described in Section 8.1(b)(i), and ▇▇▇▇▇▇▇▇’s consent to an assignment of this Lease or a sublease of the Premises to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii) shall not be required; otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Agreement shall be subject Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions) and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to such raise capital that does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of the Declaration; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or transfereesubtenant’s delivery proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees; (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (H) if a Guarantysublease, which Guaranty shall there would not be in form more than two occupants (including Tenant and substance satisfactory to Landlord in its sole discretion any subtenant) on any floor of the Building; and which Guaranty shall constitute (I) if a Guaranty hereundersublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord. No subletting or assignment shall in any way impair the continuing primary liability Tenant acknowledges and agrees that ▇▇▇▇▇▇▇▇’s withholding 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 (x) a particular instance shall be deemed to be a waiver proposed sublease of part of the prohibition set forth Premises to another tenant of the Project when Landlord then has available for lease to such tenant similar office space in this SECTION 16.1. No assignmentthe Project, subletting (y) a proposed sublease of all or occupancy shall affect any Permitted Use. Any subletting, assignment or part of the Premises to another tenant of the Project such that the aggregate space in the Premises subleased by Tenant to other transfer tenants of Tenant’s interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s option.the Project

Subletting and Assignment. Except as provided in SECTION 16.3A. 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 notgive Landlord written notice (which shall specify the duration of said desired sublease or assignment, without 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 space so affected as of the date so specified by Tenant in which event Tenant shall be relieved of all obligations hereunder as to such space arising from and after such date; provided, however, that if Landlord elects to terminate this Lease Agreement pursuant to this Section 12.A(2), Tenant shall have ten (10) days after receipt of written notice of Landlord’s prior written election during which Tenant may, if it so desires, withdraw its request for Landlord’s consent to such assignment or sublease, in which event this Lease Agreement shall remain in full force and effect as if such request for Landlord’s consent had not been made; or (which consent may 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 given unreasonably withheld, conditioned or withheld delayed, if (a) the nature and character of the proposed assignee or sublessee and the principals thereof, their business and activities and intended use of the Leased Premises are in Landlord’s sole reasonable judgment consistent with the current standards of the Building and absolute discretionthe floor or floors on which the Leased Premises are located, (b) neither the proposed assignee or sublessee (nor any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) is a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in and in the vicinity of the Texas Medical Center area of Houston, Texas, (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, conditioned or delayed) and is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject, (d) the proposed occupancy would not (1) increase Landlord’s cleaning requirements, (2) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (3) violate the current rules and 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), assign(e) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of any 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, mortgageincluding, pledgebut not limited to, hypothecatesums paid for the sale of Tenant’s fixtures, encumber 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, reasonable marketing costs, reasonable attorney’s fees and the reasonable cost of remodeling or otherwise transfer 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 such payments are actually received by Tenant, (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 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, 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 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 out-of-pocket 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 acceptability of the proposed assignee or sublessee, and all legal costs reasonably incurred in connection with the granting of any requested consent. C. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord’s consent to any other or permit 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 (which term 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 occur by merger or operation of law and (iii) permitting the granting of concessions, licenses, sublicenses and the like), use or occupancy of the Leased PropertyPremises, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion part thereof, by anyone other than Tenant or any Manager approved 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 pursuant to the applicable provisions of this Agreementin writing in advance, which consent shall not be unreasonably withheld, conditioned or the Leased Property, or any portion thereof, to be offered or advertised for assignment or sublettingdelayed. For purposes hereof, the transfer of this SECTION 16.1, an assignment the ownership or voting rights in a controlling interest of this Agreement shall be deemed to include, without limitation, any direct the voting stock of Tenant (if Tenant is a corporation) or indirect Change the transfer of a general partnership interest or a majority of the limited partnership interest in Control Tenant (if Tenant is a partnership) or the transfer of Tenant. If this Agreement a majority of the membership interests in Tenant (if Tenant is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employeesa limited liability company), after termination of this Agreementat any time throughout the Term, Landlord may collect the rents from such assignee, subtenant or occupant, 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 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 released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver an assignment of this Lease Agreement. D. Notwithstanding anything to the prohibition set forth contrary contained herein, Tenant may assign this Lease Agreement or sublet the Leased Premises or any part thereof, without the prior consent of Landlord, to (i) an Affiliate (as defined below) of Tenant, (ii) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in this SECTION 16.1. No assignmentany merger of any other entity into or with Tenant), subletting or occupancy shall affect any Permitted Use. Any subletting, assignment (iii) an entity to which fifty percent (50%) or other transfer more of Tenant’s interest under this Agreement in contravention assets are transferred (each a “Permitted Transferee”); provided, however, (a) Tenant shall give Landlord written notice (which shall specify the assignee or sublessee, the duration of this SECTION 16.1 said assignment or sublease, the effective date of such assignment or subletting, the financial information necessary for Landlord to confirm the net worth test set forth below has been satisfied and the exact location of the space affected thereby and the rentals on a square foot basis to be charged thereunder) of such assignment or sublease at least ten (10) business days prior to such assignment or sublease, and (b) the assignee or successor entity must carry on the same use from the Leased Premises as Tenant and have a net worth as determined by generally accepted accounting principles (“GAAP”) on the date following such sale of assets or merger at least equal to the GAAP net worth of Tenant as of the day preceding such assignment, sublease, sale or merger. In the event of any subletting or assignment to a Permitted Transferee, one hundred percent (100%) of the rent received from such Permitted Transferee shall be voidable at Landlordretained by Tenant. Further, any Permitted Transferee under an assignment of the Lease Agreement or the subletting of all of the Leased Premises shall have the right to exercise Tenant’s optionRight of First Refusal, Tenant’s Preferential Right, the Renewal Option and any rights to the Hold Space. As used herein, (1) the term “Affiliate” means any person or entity controlled by, under common control with, or which controls, the Tenant, and (2) the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity referred to, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controls” have meanings correlative to the foregoing.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant 24.1.1 Prohibition ----------- (a) . Lessee shall not, without Landlord’s ▇▇▇▇▇▇'s prior written consent (consent, which consent may be given or withheld in Landlord’s ▇▇▇▇▇▇'s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily voluntarily or by operation of lawlaw assign (which term includes any sale, encumbering, pledge or permit other transfer or hypothecation) this Lease, master sublet all or any part of the use Leased Property of any Facility or engage the services of any Person for the management or operation of any Facility. ▇▇▇▇▇▇ acknowledges that Lessor is relying upon the Leased Propertyexpertise of Lessee in the operation of the Facilities and that ▇▇▇▇▇▇ entered into this Lease with the expectation that Lessee would remain in and operate such Facilities during the entire Term and for that reason Lessor retains sole and absolute discretion in approving or disapproving any assignment or master sublease. If Lessee is a corporation or partnership, any transfer of its stock (other than a transfer of any of Lessee's stock owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇ for estate planning purposes) or partnership interests (or the stock or partnership interests of the entity(ies) that controls Lessee) or any portion thereofdissolution or merger or consolidation of Lessee (or its controlling entity(ies)) with any other entity, by anyone which results in any Person (other than Tenant ▇▇▇▇▇▇ ▇. ▇▇▇▇) and such Person's Affiliates collectively owning greater than twenty-five percent (25%) of the total outstanding shares of any class of Lessee's stock or any Manager approved by Landlord pursuant to the applicable provisions of this Agreementpartnership interests, or the Leased Propertysale or other transfer of all or substantially all of the assets of Lessee (or its controlling entity(ies)), or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this SECTION 16.1, shall constitute an assignment of Lessee's interest in 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 Lease within the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination meaning of this AgreementArticle XXIV and the provisions requiring consent contained herein shall apply (provided, Landlord may collect however, that the rents from foregoing provision regarding transfer of Lessee's stock constituting an assignment shall not apply if (i) ▇▇▇▇▇▇'s stock is publicly traded, and (ii) ▇▇▇▇▇▇'s Consolidated Net Worth after such assignee, subtenant or occupant, transfer is not less than Lessee's Consolidated Net Worth 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 AgreementOriginal Lease Commencement Date). Any assignment or transfer sublease of Tenant’s interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord more than ten percent (10%) of a Guaranty, which Guaranty shall be in form and substance satisfactory to 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 released from all obligations hereunder), and no consent Facility to any subletting Person or assignment its Affiliates, in one transaction or in a particular instance series of transactions, shall be deemed to be a waiver master sublease hereunder. For any sublease transaction not requiring the consent of Lessor hereunder, Lessee shall, within ten (10) days of entering into any such sublease, notify Lessor of the prohibition set forth in this SECTION 16.1. No assignmentexistence of such sublease and the identity of the sublessee and supply Lessor with a copy of the sublease, subletting any related documentation and any other materials 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 optioninformation reasonably requested by Lessor.

Subletting and Assignment. Except 10.1 The Lessee may assign this entire Lease or sublet the entire Demised Premises to any financially responsible party, subject, however, to all of the provisions of this Article. 10.2 For the purposes of this Lease, any transfer of less than 49% of the ownership interests in the Lessee (considered on an aggregate basis from the current ownership structure of the Lessee) shall not be deemed to be an assignment requiring the consent of the Lessor. 10.3 In the event that the Lessee desires to sublet all or a portion of the Demised Premises or assign the Lease to any other party other than as provided in SECTION 16.3Article 10.2, Tenant hereof, the terms and conditions of such sublease or assignment shall notbe communicated to the Lessor in writing no later than 45 days prior to the effective date of any such sublease or assignment, without Landlord’s and no later than 15 days thereafter, the Lessor shall have the option, exercisable in writing, to the Lessee, to recapture the Demised Premises. 10.4 In the event that the Lessor elects not to recapture the Demised Premises as herein above provided, the Lessee may nevertheless assign this Lease or sublet the Demised Premises subject to the Lessor's prior written consent (consent, which consent may shall not unreasonably be given or withheld in Landlord’s sole withheld, on the basis of the following terms and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement conditions: (i) It is agreed that any assignment or sublease of any kind executed by the Lessee from time to time, or permit the sublease (which term acceptance of rent from such assignee or sublessee, shall not affect the obligation and liability of the Lessee hereunder, and in no event and under no circumstances shall same release or discharge the Lessee from its obligation as Lessee under this Lease and the Lessee shall be deemed to include and remain liable for the granting observance of concessions, licenses, sublicenses and the like), all of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable covenants and provisions of this AgreementLease, or including but not limited to the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes payment of Base Rent and additional rent reserved herein through the entire term of this SECTION 16.1Lease. The acceptance, an assignment in and of this Agreement itself, of any such rent from any sublessee and/or assignee 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall not 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 tenantcovenant, or a release the Lessee from its obligation hereunder. (ii) The Lessee herewith guarantees to Lessor the prompt payment of Tenant all Base Rent, including any additional rent which shall become due and owing to Lessor from any assignee and the future full performance by Tenant said assignee of its all the covenants, agreements or conditions, terms and 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 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 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 within Lease. The Lessee further warrants to Lessor that if any assignee shall. fail to pay any installment of rent when due, Lessor, upon receipt of ten (10) days written notice thereof from Lessor, shall pay and satisfy all of the arrearages in this SECTION 16.1. No assignment, subletting rent. (iii) The assignee or sublessee shall actually take 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 optionthe Demised Premises.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement 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 direct Tenant or indirect Change 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 Control 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 Section 25.3 below and any other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor’s obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at LandlordLessor’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% of the excess of:

Subletting and Assignment. Except as provided in SECTION 16.3Section 16.3 ------------------------- ------------ below, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to and the applicable provisions of this AgreementManager, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, include ------------ any direct or indirect Change transfer of any interest in Control 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 assignment of this Agreement by Tenant provided that (i) Tenant shall simultaneously assign its interest under all of the Other Leases to the same assignee on the same terms and conditions, (ii) the Manager shall have granted its consent to such transfer and the Management Agreement and all of the other Management Agreements (as defined therein) under the Other Leases shall remain in full force and effect, (iii) such assignee shall, in Landlord's reasonable determination, have sufficient financial resources and liquidity to fulfill Tenant's obligations under this Agreement and the Other Leases, and (iv) 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 this Agreement as provided in this paragraph, Tenant shall give Landlord Notice thereof (the "Request Notice"), which Request Notice shall identify the -------------- proposed assignee and the terms and conditions of the assignment and shall include appropriate information relating to such assignee demonstrating compliance with the provisions of this paragraph. Landlord shall, 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 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 assignee. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Tenant, the Manager and their respective employees), after termination of this Agreement, ) 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 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 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 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 Section 16.1. No ------------ assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's ------------ option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Sections 5.4 and 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting; provided, however, that upon a transfer of the Leased Property by Landlord whereby this Agreement is excluded from the term "Leases" as used in the Stock Pledge Agreement such that the Stock Pledge Agreement no longer secures the performance of Tenant hereunder, Tenant may, without Landlord's consent, sell, transfer, assign or convey its interest in this Agreement to a direct or indirect Subsidiary of the Guarantor, which Subsidiary of the Guarantor shall expressly assume the obligations of Tenant under this Agreement, and 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. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to includeinclude the following (for purposes of this Section 16.1, without limitation, a "Corporate Transfer"): any direct or indirect Change transfer of any interest in Control Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or a Subsidiary of the Guarantor 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 but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement if, after giving effect to such Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of the Courtyard by Marriott business of the Guarantor and its direct and indirect Subsidiaries. (c) Notwithstanding the foregoing, Landlord's consent shall not be required for a Corporate Transfer or a sale, transfer, assignment or other conveyance of Tenant's interest in this Agreement that occurs following the fifth (5th) anniversary of the Commencement Date so long as (i) the Leased Property will be managed by Guarantor or a wholly-owned Subsidiary of Guarantor 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 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 new Tenant satisfies the requirements set forth in Section 21.4. Upon a transfer described in this Section 16.1(c), and so long as the transferee is not an Affiliated Person of Tenant or Guarantor, 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. Tenant shall deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any 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. Notwithstanding the foregoing, this Section 16.1(c) shall not apply to any transfer that meets the requirements of Section 16.1(b). (d) If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Tenant) 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 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. (e) Except as set forth in Section 16.1(c), which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No 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 Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option. (f) Following a transfer described in Section 16.1(c) 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 the Guarantor, including without limitation, the Transferor if it is then a Subsidiary or Affiliated Person of the Guarantor (in either case, a "Qualified Transferee"), may become the Tenant under this Agreement, by an assignment from the New Tenant. If prior to such assignment from the New Tenant, Landlord elects to terminate this Agreement by virtue of such default, or to exercise its rights and remedies as a secured party under the Stock Pledge Agreement, Landlord shall deliver to the Transferor and the Manager written notice of Landlord's election to so terminate this Agreement or to exercise its rights and remedies as a secured party under the Stock Pledge Agreement, which notice shall be delivered at least ten (10) Business Days prior to the effective date of such termination or exercise. Within such ten (10)-Business Day period, a Qualified Transferee may elect by written notice to Landlord to immediately enter into a new lease of the Leased Property for a term of thirty (30) days, at the Rent (payable on a prorated basis for said 30-day period in advance upon the full execution and delivery of the new lease), and otherwise upon the covenants, terms and provisions herein contained. Prior to the expiration of the said 30-day term of the new lease, the Qualified Transferee may elect by written notice to Landlord, accompanied by payment to Landlord of all amounts due Landlord under this Agreement, to extend the term of the new lease for the remainder of the Term which would have existed but for such termination, at the Rent and upon the covenants, terms and provisions herein contained. It is expressly understood and agreed that the rights and privileges under this Section 16.1(f) shall not accrue to any Tenant, except as to a Qualified Transferee which becomes the Tenant under this Agreement.

Subletting and Assignment. Except for an assignment of this Lease or a sublet of all or any portion of the Demised Premises to a Permitted Assignee (as provided in SECTION 16.3hereinafter defined), Tenant the Lessee shall not, without Landlord’s the Lessor's prior written consent (consent, which consent may shall be given not be unreasonably withheld, assign or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer sublet this Agreement or sublease Lease or permit any person or entity other than the sublease Lessee to use or occupy, or store goods, materials or other property (which term such goods, materials and property being hereinafter referred to as "Property") at the Demised Premises or any part thereof. In connection with any proposed assignment of this Lease, Lessee acknowledges that Lessor shall be deemed to include be reasonable in withholding its consent if the granting proposed sublessee or assignee is not of concessions, licenses, sublicenses and a financial condition or capability which is commensurate with Lessee's or not otherwise reasonably satisfactory to Lessor for the like), leasing of the Leased Propertyspace such as the Demised Premises. Lessee shall give Lessor not less than thirty (30) days prior written notice (sent in accordance with the requirements of Paragraph 26) of the effective date of any proposed assignment, sublease or use by any Licensee (as hereinafter defined). In the event that Lessor shall not either (i) inform Lessee that Lessor's consent is being denied or (ii) request further information with respect to any such proposed transaction within fifteen (15) business days after Lessor's receipt of any such notice, Lessor shall be deemed to have consented to the requested transaction. Notwithstanding the foregoing, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement anything to be assignedcontrary elsewhere contained in this Lease, transferredLessee, mortgagedwithout Lessor's consent, pledgedbut upon not less than thirty (30) days' prior written notice, hypothecated may assign this Lease or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit sublet the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased PropertyDemised Premises, or any portion thereof, to its parent, any of its subsidiaries or to any other entity affiliated with Lessee or its parent, or to a corporation or other entity resulting from any reorganization or merger to which Lessee, its parent or any of its subsidiaries or affiliates is a party, provided Lessee shall remain obligated under this Lease (the foregoing being hereinafter referred to as a "Permitted Assignment") Such assignee shall be offered herein referred to as a "Permitted Assignee". If Lessee shall assign this Lease, sublet any or advertised for assignment all of the Demised Premises or subletting. For purposes permit any person or entity (a "Licensee") other than the Lessee (or a party permitted pursuant to a Permitted Assignment) to use, or occupy any portion of, or store any Property at the Demised Premises, without the consent of the Lessor in each instance to the extent required hereunder, such assignment, subletting or permission shall be void and shall constitute a breach of this SECTION 16.1, an Lease. . Any proposed assignment (excluding a Permitted Assignment) shall contain a written assumption by the assignee of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver all of the provisions set forth in the first paragraph of Lessee's obligations under 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 AgreementLease. Any assignment or transfer sublease shall (a) provide that the sublessee shall procure and maintain a policy of Tenant’s interest insurance as required of the Lessee under this Agreement shall Lease; (b) provide for a copy to the Lessor of any notice of default by either party; and (c) otherwise be subject to such assignee’s or transferee’s delivery to Landlord the terms and provisions of a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunderthis Lease. No subletting Permitted Assignment or assignment shall in any way impair consent by 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 Lessor to any subletting subletting, assignment or assignment in a particular instance use, occupancy or storage of Property by any Licensee shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1. No assignment, consent to any further subletting (or occupancy shall affect any Permitted Use. Any sub-subletting), assignment or any other transfer use, occupancy or storage by any Licensee (including any expanded use by the Licensee for whom permission is being given). In the event that the Lessee assigns or subleases any portion of Tenant’s interest the Demised Premises or permits the use, occupancy or storage of Property at any portion of the Demised Premises by a Licensee, the Lessee shall pay to the Lessor monthly, as Additional Rent hereunder, fifty (50%) percent of the amount calculated by subtracting from the rent and other charges and considerations payable from time to time by the assignee, sublessee or Licensee to the Lessee for aforesaid space, the amount of rent and other charges payable by the Lessee to the Lessor under this Agreement in contravention Lease, allocated to the assigned, subleased or otherwise utilized portion of this SECTION 16.1 shall be voidable at Landlord’s optionthe Demised Premises.

Subletting and Assignment. Except as provided in SECTION 16.3A. At all times during the Term and any extensions hereof, Tenant shall nothave the right to sublet any portion of the Building, provided the proposed sublease does not cover more than 10,000 square feet of Net Rentable Area (the "Threshold Amoun("), without the necessity of Landlord's consent provided such sublease otherwise conforms with the standards set forth in subsections (1) through (7) below. Tenant shall further have the right to assign all or any portion of its interest in this Lease Agreement to any corporation, partnership, limited liability company or other such business entity the majority interest of which is owned or controlled by Tenant without Landlord's consent, provided the proposed assignment otherwise conforms with the standards set forth in subsections (3) and (4) below. Except as otherwise set forth above, Tenant may not assign this Lease Agreement or sublet more than the Threshold Amount of the Leased Premises, without Landlord’s 's prior written consent consent, not to be unreasonably withheld, conditioned or delayed. With respect to any such assignment or sublease, Tenant shall give Landlord written notice (which consent may be given shall specify the duration of said desired sublease or withheld 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) at least forty-five (45) days in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement advance of the date on which Tenant desires to make such assignment or sublease or permit allow such a use or occupancy. With respect to assignments and any sublease requiring Landlord's consent, Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord either approves or rejects the proposed assignment or sublease (which term any such rejection to state in detail the rationale behind such rejection), otherwise the proposed assignment or sublease shall be deemed approved. Notwithstanding anything to include the granting contrary, all subleases and assignments (except as otherwise set forth above) shall conform to the following standards and it shall not be unreasonable for Landlord to withhold consent to a proposed assignment or sublease requiring such consent if the following standards are not met, to wit: (1) the nature and character of concessions, licenses, sublicenses the proposed assignee or sublessee and the likeprincipals thereof, their business and activities and intended use of the Leased Premises are not inconsistent with the current standards of the Building and/or would violate the use restrictions set forth in Section 3 above, (2) the proposed assignee or sublessee (or any party which, directly or indirectly, controls or is controlled by or is under common control with the proposed assignee or sublessee) may not be a department, representative or agency of any governmental body or then an occupant of any part of the Building or a party with whom Landlord is then negotiating to lease space in the Building or in any adjacent Building owned by Landlord or an affiliate of Landlord in and in the vicinity of the applicable submarket for the Building, (3) the form and substance of the proposed sublease or instrument of assignment shall be reasonably acceptable to Landlord (which acceptance by Landlord shall not be unreasonably withheld provided the same contains commercially standard clauses for an assignment of lease or sublease and provides that it is expressly subject to all of the terms and provisions of this Lease Agreement and to any matters to which this Lease Agreement is subject), (4) the proposed occupancy shall not (a) increase Landlord's cleaning requirements, (b) impose an extra burden upon the services to be supplied by Landlord to Tenant hereunder, (c) violate the current rules and regulations of the Building, or (d) cause alterations or additions to be made to the Building (excluding the Leased Premises) not otherwise permitted by Tenant without Landlord's consent, (5) Tenant enters into a written agreement with Landlord whereby it is agreed that fifty percent (50%) of any rent realized by Tenant as a result of said sublease or assignment to any party other than an Affiliate (as hereinafter defined) of Tenant 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 be payable to Landlord as it accrues as additional rent hereunder. As used herein, (1) the term "Affiliate" means any person or entity controlled by, under common control with, or which controls, the Tenant, and (2) the term " control" means the possession, directly or indirectly, of the Leased Property, power to direct or any portion thereof, or suffer or permit this Agreement or cause 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 partdirection of the management and policies of the entity referred to, whether voluntarily, involuntarily or by operation through ownership of law, or permit the use or operation of the Leased Property, or any portion thereofvoting securities, by anyone other than Tenant contract or any Manager approved by Landlord pursuant otherwise, and the terms "controlling" and "controls" have meanings correlative to the applicable provisions of this Agreement, 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 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 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 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.foregoing,

Subletting and Assignment. Except as provided hereinbelow to the contrary, Lessee may not assign, sublease or sublet, encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold or other interest in SECTION 16.3, Tenant shall not, the Leased Property without Landlord’s Lessor's prior written consent (consent, which consent may be given withheld or withheld granted in Landlord’s 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 each Facility, and execute any documents necessary in connection therewith, without obtaining Lessor's prior consent. Notwithstanding the foregoing provisions of this Paragraph 22, (a) Lessee and its permitted assigns shall be entitled, at any time without first obtaining the consent of Lessor, to sublease up to the greater of (i) 2,000 square feet, or (ii) ten percent (10%) of the total square footage of any single Facility, to any person or entity providing any services related or ancillary to the operation of such Facility or in connection with the provision of home health services both within and outside such Facility; (b) so long as Lessee is lessee under this Lease, Lessee shall be entitled, at any time without first obtaining the consent of Lessor to sell, assign and convey to Karrington Health, Inc., an Ohio corporation ("Karrington"), assign, mortgage, pledge, hypothecate, encumber either (i) all (but not less than all) of Lessee's leasehold or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), subleasehold interest in all of the Leased PropertyProperty or (ii) all of the issued and outstanding stock of Lessee; and (c) in the event that there occurs a change in control in respect to the ownership of Karrington, whether by merger, sale, or transfer of substantially all of Karrington's assets (other than in the ordinary course of Karrington's business) or otherwise, including without limitation the acquisition by any portion thereof, one person or suffer entity of thirty-five percent (35%) 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 more of the Leased Propertyissued and outstanding stock of Karrington (any of the foregoing, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions a "Change of this Agreement, 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 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 their respective employeesControl"), after termination and so long as the surviving entity at the conclusion of this Agreementsuch 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), Landlord may collect the rents from such assignee, subtenant Karrington or occupantLessee, as the case may be, but no such collection shall be deemed a waiver entitled, without first obtaining the consent of Lessor, to assign all of its right, title and interest in and to this Lease to said surviving entity, so long as, under any of the provisions set forth scenarios described in this Paragraph 22, Lessor is notified of such assignment or conveyance in writing within five (5) business days thereafter. Upon Lessor's consent, (w) in the first paragraph case of a subletting, the sublessee shall comply with the provisions of Paragraph 22.2, (x) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this SECTION 16.1Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the acceptance performance thereof, (y) an original counterpart of each sublease and assignment and assumption, duly executed by Landlord of Lessee and such sublessee or 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 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 Lessor, shall be released from all obligations hereunder)delivered promptly to Lessor, and no consent to any subletting (z) in case of either an assignment or assignment in a particular instance subletting, Lessee shall be deemed 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 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 optionperformed by Lessee hereunder.

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord▇▇▇▇▇▇▇▇’s prior written consent (which consent may shall not be given unreasonably withheld or withheld in Landlord’s sole and absolute discretiondelayed 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 (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily voluntarily or by operation of lawinvoluntarily, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Tenant. If ▇▇▇▇▇▇’s interest in this Agreement is assigned, Landlord pursuant to may collect the applicable provisions of this Agreement, or rents due hereunder from the assignee. If 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 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 their respective employeesTenant), after termination then, upon the occurrence and during the continuance of this Agreementan Event of Default, Landlord may collect the rents due hereunder from such assignee, the subtenant or occupant, as the case may bebe (and, but no 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 first paragraph of this SECTION Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or or, except as provided in Section 16.3.2, a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. 1. Any An original counterpart of each assignment or transfer and assumption of this Agreement, duly executed by ▇▇▇▇▇▇ and such assignee, shall be delivered to Landlord substantially contemporaneously with execution, and (a) the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed from and after such assignment and (b) the assignor shall automatically be released from any covenants, agreements and obligations of Tenant hereunder if and to the extent that they were assumed by such assignee. If, in connection with any assignment of Tenant’s interest under in this Agreement shall be subject to such assignee’s or transferee’s delivery Agreement, ▇▇▇▇▇▇ delivers a replacement Guaranty to Landlord of from a Qualifying Guarantor, as contemplated by the Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair then the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant then-existing Guarantor automatically shall be released from all any obligations hereunder), and under its Guaranty that are obligations of such new Qualifying Guarantor pursuant to such replacement Guaranty or otherwise first arise or accrue after the date of such replacement Guaranty (it being understood that in no consent to any subletting or assignment in a particular instance shall circumstance will the then-existing Guarantor be deemed to be a waiver liable for any obligations that first arise or accrue under this Agreement from and after the date of the prohibition set forth in this SECTION 16.1such replacement Guaranty). 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 Article 16 shall be voidable at Landlord’s option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), not assign, mortgage, pledge, hypothecate, pledge or encumber this Lease nor sublet all or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), any part of the Leased PropertyPremises, nor permit or allow the use of all or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation part of the Leased Property, or Premises by any portion thereof, by anyone person other than Tenant and its employees, without, on each occasion, obtaining Landlord’s written consent thereto. As used herein, the term “assign” or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant. (i) Except in the case of a Permitted Transferee, for which Landlord’s consent will not be required, but written notification will be provided, Landlord will not unreasonably withhold, condition or delay its consent to any sublease of all or any part of the Premises, so long as (A) the subtenant and its proposed use is of a character consistent with the operation of a building of the same class as the Building; (B) the subtenant’s proposed use is permitted under the terms of this Lease; (C) the subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (D) Tenant pays to Landlord all of Landlord’s reasonable expenses actually arising out of such sublease, including, without limitation, reasonable attorneys’ fees; (E) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed sublease or the proposed use by the subtenant; (F) each of Landlord’s mortgagees has consented in writing to such sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents (and Landlord will use commercially reasonable efforts to obtain such consent); (G) the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which consent may be granted or denied in Landlord’s reasonable discretion; (H) the proposed sublease will not cause Landlord to be in default under any then-existing lease, license or other occupancy agreement regarding the Landlord’s Property (including without limitation pursuant to any anti-competition or prohibited use provisions therein). (ii) Except in the case of a Permitted Transferee, for which Landlord’s consent will not be required, but written notification will be provided, Landlord will not unreasonably withhold, condition or delay its consent to an assignment of this Lease, so long as (A) the assignee and its proposed use is of a character consistent with the operation of a first class office and/or laboratory building; (B) the assignee’s proposed use is permitted under the terms of this Lease; (C) the assignee is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (D) Tenant pays to Landlord all of Landlord’s reasonable expenses actually arising out of such assignee, including, without limitation, attorneys’ fees; (E) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or the proposed use by the assignee; and (F) each of Landlord’s mortgagees has consented in writing to such assignment if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (G) the proposed assignment will not cause Landlord to be in default under any then-existing lease, license or other occupancy agreement regarding the Landlord’s Property (including without limitation pursuant to any anti-competition or prohibited use provisions therein) and (I) (c) In the event of an assignment of this Lease, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be performed hereunder. If the sublease or assignment is to a party other than a Permitted Transferee, Tenant shall also pay to Landlord 50% of the amount, if any, by which the rent received as a result of the assignment or sublease exceeds the rent payable hereunder on a per square foot basis after deducting the actual direct out-of-pocket costs which are (i) incurred by Tenant for leasing commissions, architectural and/or engineering fees, legal fees, additional tenant improvements paid in connection with such assignment or sublease, tenant improvement allowances, reimbursement obligations or costs incurred in constructing tenant improvements in connection with such sublease or assignment, free rent and/or any other consideration paid or provided by Tenant to the proposed transferee, which shall be depreciated on a straight line basis over the term of the proposed Transfer, and (ii) documented to Landlord’s reasonable satisfaction by invoices, contracts, canceled checks and the like, such costs to be amortized on a straight-line basis over the then remaining term of this Lease. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to Landlord an agreement, in such form as Landlord may reasonably prescribe, pursuant to which, inter alia, such new tenant (A) assumes all of the obligations of Tenant under this Agreement shall Lease accruing from and after the effective date of the assignment if such transaction is an assignment of this Lease, (B) agrees to execute and deliver such estoppel certificates and subordination agreements as may be subject reasonably required by Landlord, (C) if a sublease, acknowledges that Landlord has no obligations to such assignee’s the subtenant under this Lease, the sublease or transferee’s delivery otherwise, and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof satisfactory to Landlord of a Guarantywhen requested; and (ii) the new tenant delivers to Landlord evidence, which Guaranty shall be in form and substance satisfactory to Landlord Landlord, of the insurance coverages required to be maintained by such new tenant under the agreement referenced in its sole discretion and which Guaranty shall constitute a Guaranty hereunderclause (i) above. No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest under this Agreement in contravention herein shall operate to release or impair Tenant’s obligations hereunder. (d) In the event that Tenant seeks Landlord’s consent to an assignment of this SECTION 16.1 shall be voidable Lease other than to a Permitted Transferee or a sublease of 50% or more of the Premises other than to a Permitted Transferee, Landlord, at its option, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, but for all of the remaining term, at Landlord’s option, Landlord may terminate this Lease as to the portion requested to be sublet and Landlord and Tenant shall execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building); provided that if Landlord exercises such option, Tenant may, by written notice given to Landlord within five days after Landlord gives Tenant written notice of exercise of such option, defeat such exercise by withdrawing the request for Landlord’s consent to the proposed assignment or sublease and terminating the proposed assignment or sublease. In the event of any such termination, Landlord may enter into a new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease (e) Tenant shall not enter into any arrangements with any subtenant or assignee to circumvent, or which have the effect of circumventing any provisions of this Article VIII.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s prior written consent (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 or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily as provided herein voluntarily or by operation of lawlaw assign (which term includes any transfer, sale, encumbering, pledge or permit the use other transfer or operation hypothecation) this Master Lease, sublet all or any part of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 includeAssets (including, without limitation, any direct rights granted by Tenant through a dark fiber agreement, a dim fiber agreement or indirect a collocation agreement) or engage the services of any Person (other than an Affiliate of Tenant that is also a Guarantor) for the management or operation of any Leased Asset except as contractor or agent of Tenant (each of the 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)(i) of the definition of “Discretionary Transferee”. Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation of the Leased Assets and that Landlord entered this Master Lease with the expectation that Tenant (or Tenant’s Subsidiaries that are Guarantors on behalf of Tenant) would remain in and operate such Leased Assets during the entire Term and for that reason, except as set forth herein, Landlord retains sole and absolute discretion in approving or disapproving any assignment or sublease. Any 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 constitute an assignment or transfer of Tenant’s interest under in this Agreement Master Lease within the meaning of this Article XIII and the provisions requiring consent contained herein shall apply. [Nothing herein shall restrict, nor be subject construed to such assigneerestrict, Landlord’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be in form exclusive and substance satisfactory to 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 released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver unrestricted use 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 Landlord Retained Assets (and nonexclusive use of Tenant’s interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s optionthe same where coterminous with the Leased Assets).]

Subletting and Assignment. (a) Except as provided in SECTION 16.3Sections 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or any other rights arising under this Agreement 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 operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes . (b) Notwithstanding any provision in this Lease to the contrary, Landlord’s consent shall not be required for (i) any sale, transfer, assignment or other conveyance by Tenant to a Subsidiary of this SECTION 16.1Tenant or to another Entity in which Crow Parties own a Controlling Interest or (ii) any sale, an transfer, assignment or other conveyance of this Agreement shall be deemed to include, without limitation, any direct or indirect Change equity interest in Control of Tenant so long as Crow Parties continue to own a Controlling Interest in the Tenant. Tenant shall deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any 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 Lease is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination Tenant) in violation of this AgreementLease, 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 then due and payable by Tenant, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 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 AgreementLease. 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 GuarantyExcept as set forth in Section 16.1(b), which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No 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 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. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent consent, which, except as specifically set forth herein, may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily voluntarily or by operation of lawlaw assign (which term includes any transfer, sale, encumbering, pledge or permit the use other transfer or operation hypothecation) this Master Lease, sublet all or any part of the Leased Property, or Property of any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 includeFacility (including, without limitation, any direct rights granted by Tenant through a dark fiber agreement, a dim fiber agreement or indirect a collocation agreement) or engage the services of any Person (other than an Affiliate of Tenant that is also a Guarantor) for the management or operation of any Facility (each of the 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 Transferee" or prevent Tenant or its Subsidiaries from outsourcing or contracting with third parties to perform services that remain under the control and supervision of Tenant or its Subsidiaries). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation of the Facilities and that Landlord entered into this Master Lease with the expectation that Tenant (or Tenant's Subsidiaries that are Guarantors on behalf of Tenant) would remain in and operate such Facilities during the entire Term and for that reason, except as set forth herein, Landlord retains sole and absolute discretion in approving or disapproving any assignment or sublease. Any Change in Control shall constitute an assignment of Tenant. If 's interest in this Agreement is assigned or if Master Lease within the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination meaning of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of Article XXII and 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 requiring consent contained in this Agreement. Any assignment or transfer of Tenant’s interest under this Agreement herein 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 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 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 optionapply.

Subletting and Assignment. Except as provided in SECTION 16.3, 14.1. Tenant shall notnot assign, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assignsublet, mortgage, pledge, hypothecate, encumber encumber, or permit any lien to attach to, or otherwise transfer transfer, this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, Lease or any portion thereofinterest hereunder, permit any assignment or suffer or permit other such foregoing transfer of this Agreement or the leasehold estate created hereby Lease 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 interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use or operation of the Leased Property, or Premises by any portion thereof, by anyone persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”) without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed so long as the assignee and/or sublessee is consistent in kind and character with tenant in other similar office buildings in the Ballston submarket and the financial condition of any Manager approved by Landlord pursuant assignee is acceptable to the applicable provisions Landlord. No Transfer of this AgreementLease may be effected by operation of law or otherwise without Landlord's prior written consent, in its reasonable discretion. The consent of Landlord to any Transfer shall not be construed as a waiver or release of Tenant from liability for the Leased Property, or any portion thereof, performance of all covenants and obligations to be offered performed by Tenant under this Lease, except by express written agreement of the parties. The Transfer, whether a single transfer or advertised for assignment multiple transfers, of fifty percent (50%) or subletting. For purposes more of this SECTION 16.1, an assignment the ownership interests of this Agreement Tenant within a twelve (12) month period shall be deemed equivalent to include, without limitation, a Transfer requiring consent of Landlord. Landlord's acceptance or collection of rent from any direct Transferee shall not be construed (a) as a consent to 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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, Transferee as a tenant, or (b) as a release of Tenant from the future performance waiver 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 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 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.provision hereof,

Subletting and Assignment. Except as provided in SECTION 16.3(A) During the initial term of this Lease, Tenant shall TENANT may not, without Landlord’s the prior written consent (which consent may be given of LANDLORD, assign this Lease or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber sublet the whole or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), any part of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this SECTION 16.1paragraph a conveyance or sale, regardless of how structured, of fifty-one percent (51%) or greater of TENANT's interest in the gaming operation conducted or to be conducted on the Leased Property shall be considered as an assignment or subletting requiring the consent of LANDLORD. LANDLORD specifically reserves its right to withhold consent. If requested by TENANT's lender (the "Lender"), LANDLORD agrees to consent to the collateral assignment to the Lender of TENANT's entire interest in the Lease, subject to the terms of the Lease. The consent of LANDLORD is further conditioned upon LANDLORD's approval of the terms and provisions of the instrument evidencing such assignment which shall include, but not be limited to, the acceptance and assumption by the Lender of each and every covenant and obligation of the TENANT under this Lease, as well as the acknowledgment and acceptance of liability by the Lender for the payment of the rent, and any arrearages, and any other charges payable under this Lease. (B) During any Renewal term of this Agreement shall be deemed to includeLease TENANT may not, without limitationthe prior written consent of LANDLORD, assign the Lease or sublet the whole or any direct or indirect Change in Control part of Tenant. If this Agreement is assigned or if the Leased Property. Notwithstanding the foregoing, LANDLORD shall not unreasonably withhold its consent to any assignment of subletting of the Leased Property during any Renewal term if: (a) At the time of the proposed assignment or sublease, the assignee or sublessee is financially capable of operating a casino and/or riverboat gaming facility of the type located at the Leased Property; (b) The proposed assignee or sublessee of or for the casino gaming operation has casino gaming operating experience comparable to, or greater than, TENANT's experience, or has contracted for the operation of the riverboat gaming facility on the Leased Property with a casino and/or riverboat gaming operator with experience comparable to, or greater than, TENANT's, and/or the proposed assignee or sublessee for the hotel operation has hotel management and operation experience comparable to, or greater than, TENANT'S experience or has contracted for the operation of the hotel on the Leased Property with a hotel operator with experience comparable to, or greater than, TENANT'S experience; (c) The proposed use of the Leased Property by such proposed assignee or sublessee is as a gaming facility and hotel site of a similar type and quality of TENANT's use under the terms of this Lease; (d) The proposed assignee or sublessee, and any portion thereof is sublet (party with whom the assignee or occupied by anybody other than Tenant or any Manager and their respective employeessublessee has contracted as provided in Paragraph 12(B)(b), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth has all requisite licenses in the first paragraph State of this SECTION 16.1Louisiana to operate a gaming facility and hotel, the acceptance by Landlord proposed assignee or sublessee, and any party with whom the assignee or sublessee has contracted as provided in Paragraph 12(B)(b), is not under current investigation or has not been suspended or declined a similar license, in another state, and is of such assignee, subtenant suitable moral character reasonably satisfactory to LANDLORD; and (e) The proposed assignee 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 sublessee executes an agreement in form and substance satisfactory to Landlord LANDLORD assuming and agreeing to perform all obligations of TENANT under this Lease which agreement shall include, but not be limited to, the acceptance and assumption by the assignee or sublessee of each and every covenant and obligation of the TENANT under this Lease, as well as the acknowledgment and acceptance of liability by the assignee or sublessee for the payment of the rent, and any arrearages, and any other charges payable under this Lease; (f) The TENANT, and/or present party TENANT, shall remain responsible and liable for all of the obligations of TENANT under the Lease. (C) Each and every assignee, sublessee and Lender, whether as assignee, sublessee or Lender or as successor in its sole discretion interest of any assignee, sublessee and which Guaranty Lender of TENANT, shall constitute a Guaranty hereunder. No subletting or immediately be and become and remain liable for the payment of the rent and other charges payable under this Lease, and for the due performance of all the covenants, agreements, terms and provisions of this lease, on TENANT's part to be performed, and each and every provision of this Lease applicable to TENANT prior to such assignment shall also apply to and bind every such assignee, sublessee and Lender with the same force and effect as though such assignee, sublessee and Lender were the party named originally as TENANT in the Lease. (D) If requested by TENANT'S lender (hereinafter the "Hotel Lender") which is financing for TENANT the construction of a hotel on the Leased Property (hereinafter the "Hotel Construction"), LANDLORD agrees, subject the Hotel Lender's acceptance, as well as the acceptance of TENANT and the Guarantors, of the conditions of consent hereinafter provided, to negotiate in good faith a consent instrument for the collateral assignment or mortgage by TENANT, for the sole purpose of providing collateral for the Hotel Construction, in favor of the Hotel Lender of TENANT'S entire interest in the Lease and in the hotel, which collateral assignment or mortgage shall be subject to and subordinate to this Lease. LANDLORD'S execution of any such consent instrument shall be conditioned upon such instrument including, but not being limited to, the Hotel Lender's agreement, as well as that of TENANT and the Guarantors, for the benefit of LANDLORD, that any collateral assignment and/or mortgage shall affect and encumber not less than the entire interest of TENANT in the Lease, and that any collateral assignment and/or mortgage shall provide for the express assumption by the Hotel Lender, at the earlier of the time of the Hotel Lender's taking ownership of the TENANT'S interest in the Lease or the time of use, occupancy or possession in any way impair manner by the continuing primary Hotel Lender of the TENANT'S interest in the Lease and/or the Leased Property, of each and every covenant and obligation of TENANT under the Lease, as well as the express acceptance of liability by the Hotel Lender for the payment of Tenant hereunder (unless Landlord rent under the Lease, and Tenant expressly otherwise agree that Tenant any arrearages, and any other charges payable under the Lease. Additionally, LANDLORD'S execution of any such consent instrument shall be released from all obligations hereunderconditioned upon LANDLORD'S approval of the collateral assignment and/or mortgage in favor of the Hotel Lender. The provisions of paragraph 12 (B) and (C ) shall apply to any assignment or sublease by any Lender or Hotel Lender of TENANT's interest in the Lease, however LANDLORD expressly reserves the right to approve any such assignment or sublease which approval will not be unreasonably withheld. LANDLORD has consented to the assignment by TENANT of fifty (50%) percent of TENANT's capital stock to Louisiana Riverboat Gaming Partnership ("LRGP"), a Louisiana partnership comprised of LRGP Holdings, Inc., a Louisiana corporation, and no consent CSNO, Inc., a Louisiana corporation, both of which are wholly owned by Isle Of Capri Casinos, Inc. Additionally, LANDLORD has granted the 1996 Landlords' Consent. LRGP has joined TENANT as a party to any subletting or assignment in a particular instance shall be deemed this Lease, and LRGP has acknowledged and faithfully guarantees all of the covenants, agreements, terms and provisions of this Lease, on TENANT's part 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 optionperformed.

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or Tenant, MSLS, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or Tenant, MSLS, any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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 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 's interest under this Agreement shall be subject to such assignee’s 's or transferee’s 's delivery to Landlord of (i) a Guarantypledge 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 Guaranty pledge shall be in form and substance satisfactory to Landlord in its sole discretion and (ii) a security agreement granting Landlord a security interest in of all 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 Leased Property which Guaranty shall constitute a Guaranty hereunder. No subletting is subject to any such assignment or assignment shall in any way impair transfer to secure Tenant's obligations under this Agreement and the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant Incidental Documents, which security agreement shall be released from all obligations hereunder), in form and no consent substance satisfactory to any subletting or assignment Landlord in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1its sole discretion. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant Lessee shall not, directly or indirectly, without Landlord’s the prior written consent (of Lessor which consent may shall not be given unreasonably withheld, delayed or withheld in Landlord’s sole and absolute discretion)denied, endorsed hereon, sell, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Propertyany interest hereunder, or any portion thereof, or suffer or permit this Agreement or sublet the leasehold estate created hereby Premises 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 lawpart thereof, or permit the use or operation of the Leased Property, or Premises by any portion thereof, by anyone party other than Tenant or Lessee. Consent to any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 sublease 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall not be deemed a waiver of the provisions set forth right of Lessor to approve any further assignment or subletting. Notwithstanding any permitted assignment or subletting, whether or not Lessor's consent was required, requested or given, 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 as surety or guarantor, and as if no such assignment or subletting had been made. (A) 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 however no later than 7 days after request as to Lessor's choice, at Lessor's reasonable 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 the Lessor will cancel the Lease as of the date of the contemplated sublease, should Lessee effect such sublease; or (z) that Lessor declines to consent to such sublease or assignment due to insufficient or unsatisfactory documentation furnished to Lessor. (B) In the 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 the 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, in the first paragraph case of an assignment of this SECTION 16.1Lease by Lessee, the acceptance Lessor shall receive 100% of any consideration paid to Lessee by Landlord such assignee in connection with such assignment after deduction 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 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 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 optionexpenses.

Subletting and Assignment. 13.1.1 The Lessee’s interest in the Leased Property may only be sublet, assigned, conveyed or otherwise transferred in conjunction with a transfer of Tenant’s interest in the Real Property Lease and any such transfer hereunder shall be subject to all terms and conditions relating to such transfers set forth in Article 17 of the Real Property Lease as if the Leased Property hereunder were a part of and subject to the terms and conditions of the Real Property Lease. 13.1.2 Except as provided in SECTION 16.3this Section 13.1, Tenant Lessee shall not, without LandlordLessor’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease sublease, all or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate interest in the Leased Property created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementLessee, or allow the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes . 13.1.3 A sale, assignment, pledge, transfer, exchange or other disposition of this SECTION 16.1any equitable interest in Lessee or any Person Controlling Lessee which results in a change or transfer of management or Control of Lessee, an assignment or a merger, consolidation or other combination of this Agreement Lessee with another Entity which results in a change or transfer of management or Control of Lessee, shall be deemed an assignment hereunder and shall be subject to includethe terms hereof. Provided, without limitationhowever, and notwithstanding the foregoing or any other term or provision in this Agreement to the contrary, (A) transfers of interests in Lessee and Affiliated Persons of Lessee to and among Affiliated Persons of Lessee and (B) transfers of interests in Guarantor or in any Entity that is an Affiliated Person of Guarantor, provided that (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., (ii) any member of the Immediate Family of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., (iii) any Entity that is an Affiliated Person of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. and/or any member of the Immediate Family of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., (iv) the ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Control Trust, and/or (v) the ▇▇▇▇▇▇▇▇ Foundation, or any combination thereof, retains, directly or indirectly, Control of Guarantor, shall not be deemed an assignment hereunder and shall not be subject to the terms hereof. 13.1.4 Notwithstanding any provision in this Agreement to the contrary, Lessor’s consent shall not be required for (i) any sale of an interest in Lessee, transfer, assignment or other conveyance by Lessee to an Affiliated Person of Lessee, Guarantor or Celebration Associates, LLC, so long as such transfer or assignment is concurrent with, and to the same assignee as, the permitted assignment of Lessee’s interests in and to the Real Property Lease or (ii) any sale of an interest in Lessee, transfer, assignment or other conveyance of any direct or indirect Change equity interest in Lessee so long as Guarantor or Celebration Associates, LLC or an Affiliated Person of Celebration Associates, LLC continues to have Control of Tenant. over Lessee. 13.1.5 If this Agreement is assigned or if the Leased Property, or any portion thereof part thereof, is sublet (or occupied by anybody any Person other than Tenant or any Manager and their respective employees), after termination Lessee) in violation of this Agreement, Landlord Lessor 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 16.1Section 13.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant Lessee from the future performance by Tenant Lessee 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 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 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. Except as provided in SECTION 16.3Provided that Tenant shall remain liable under all of the terms and conditions of this Lease for the full remainder of the Term and any extensions thereof, Tenant shall not, without Landlord’s prior written consent (which consent may be given have the absolute right to assign or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit sublet the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumberedPremises, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit without the use or operation consent of the Leased PropertyLandlord. So long as Tenant is not publicly traded, a change of ownership of fifty-one percent (51 %) or any portion thereof, by anyone other than more of Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to shall be offered or advertised for assignment or subletting. For purposes of this SECTION 16.1, deemed an assignment of this Agreement Lease for purposes of this paragraph. Transfers in connection with a public offering shall not be deemed an assignment of Lease. If the stock of Tenant is publicly held, there shall be deemed no restriction on subletting and assignment, except for a use not approved by Landlord, whose approval will not be denied or delayed unreasonably, but in no event shall Tenant be released of any obligation hereunder. The Tenant shall have the right to includeassign this Lease, without limitationor to sublet the Leased Premises to any of Tenant's affiliates, any direct subsidiaries or indirect Change parent corporation(s). A change of ownership of fifty-one (51 %)_or more of the.. stock ,of Tenant shall not be considered an assignment if. it occurs in Control connection with a bona fide merger or acquisition or change in the state of incorporation of Tenant. If this Agreement is assigned At least thirty (30): days prior to commencement of any sublease or if assignment, and as a condition thereof, Tenant shall furnish to Landlord (for Landlord's review of the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination same for compliance with the terms of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed Lease) a waiver copy 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting fully executed sublease 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 optiondocument.

Subletting and Assignment. Except as provided (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 SECTION 16.3, Tenant this Lease or any guarantor from the obligations of any guaranty executed and delivered in connection with this Lease. (2) The Lessee shall not, without Landlord’s prior first obtain the Lessor's written consent to the subletting or assignment in each instance. Tenant, however, may assign interest or sublet premises to any entity which controls, is controlled by, or is under common control with tenant with notice to landlord, but without landlord's consent. (3) The Lessee shall provide the name of the proposed sublessee or assignee, the term and conditions of the proposed subletting or assignment, the nature and character of the business of the proposed sublessee or assignee, and banking, financial and other credit information relating to the proposed sublessee reasonably sufficient to enable Lessor to determine the financial responsibility of said proposed sublessee or 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 effective on a date (the "Termination Date") set forth in Lessors notice of termination, which shall not be less than thirty (30) days nor more than one hundred twenty (120) days following the service upon Lessee of Lessor's notice of termination. (5) In the event Lessor shall exercise such option to terminate this Lease, this Lease shall expire on the termination date as if that date has been originally fixed as the expiration date of the term herein granted and Lessee shall surrender possession of the entire Leased Premises on the termination date in accordance with the provisions of this Lease. (B) If Lessor shall not exercise its option within the period aforesaid, then Lessor's consent may to such request shall not be arbitrarily withheld but will be given only on the following conditions, which conditions are hereby acknowledged by Lessee to be reasonable and proper: (1) That the subletting or withheld assignment is for the entire Leased Premises only; (2) That the subletting or assignment shall be to a sublessee whose occupancy will be in Landlord’s sole keeping with the dignity and absolute discretion)character of the then use and occupancy of the Building by other lessees and whose occupancy will not be more objectionable or more hazardous than that of Lessee 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 lessee, assign, mortgage, pledge, hypothecate, encumber sublessee or otherwise transfer this Agreement assignee of any leased space in the Building; (4) That the subletting or assignment shall not be at a lower rental rate than that being charged by Lessor at the time for similar space in the Building; (5) That the sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), assignment will expressly prohibit assignment of the Leased Property, Lease or any portion thereof, or suffer or permit further subletting by the sublessee without Lessor's written consent. (6) If this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to Lease shall be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 Control of Tenant. If this Agreement is assigned or if the Leased Property, Premises or any portion thereof is part thereof, be sublet (or occupied by anybody any person or persons other than Tenant or any Manager and their respective employees)Lessee, Lessor may, after termination of this Agreementdefault by Lessee, Landlord may collect Fixed Rent and/or Additional Rent from the rents from such assignee, subtenant or occupant, as and apply the case may benet amount collected to the Fixed Rent and/or Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection of Fixed Rent and Additional Rent shall be deemed a waiver of the provisions set forth covenants contained in this Lease, nor shall it be deemed acceptance of the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, occupant as a tenant, tenant or a release of Tenant Lessee from the future full performance by Tenant Lessee 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 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 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 assignmentterms, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention conditions and covenants of this SECTION 16.1 shall be voidable at Landlord’s optionLease.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement 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 direct Tenant or indirect Change 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 Control 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 Section 25.3 below and ------------ any other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor's obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee and/or the lenders under the Lessor Credit Agreement. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or -------------- occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or ------------ occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at Landlord’s 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. (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 are in effect on December 14, 2000 and only for the remaining term thereof, it being agreed that, if any such sublease is extended (other than pursuant to the terms of sublease extension rights in existence as of December 14, 2000), or after December 14, 2000 is materially amended, for the extension term, or after any such material amendment, the applicable percentage in this subsection (ii) shall be 80%, not 50%) of the excess of:

Subletting and Assignment. Tenant may sublet, or grant licenses or other rights of occupancy of, any portion of the Leased Premises to any one or more Affiliates (as such term is hereinafter defined) of Tenant, and any one or more joint venturer, partner, or pharmaceutical researcher or industry participant, without the prior consent of Landlord. An "Affiliate" of any person is an entity that "controls," "is controlled by" or is "under common control with" such person, where "control" means the entity directly or indirectly, through one or more subsidiaries, owns, controls or has power to vote fifty percent (50%) or more of the outstanding voting securities or ownership interest of the person, controls the election of a majority of the directors of such person, or directly or indirectly exercises a controlling influence over the management or policies of such person. Except as provided permitted in SECTION 16.3the preceding sentence, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)not sublet, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer mortgage this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, Lease and may not grant licenses, sublicenses and the like)commissions, or other rights of occupancy to all or any part of the Leased PropertyPremises without Landlord's prior written approval, such approval not to be unreasonably withheld or any portion thereofdelayed. If Landlord gives such approval, or suffer or permit this Agreement or Landlord shall be entitled to the leasehold estate created hereby or any other rights arising excess between (1) the Rent payable by Tenant under this Agreement Lease and (2) all consideration paid (including all items of rent) directly or indirectly to Tenant or Tenant's agents by the assignee or subtenant (the "Excess Amount") less all reasonable out-of-pocket expenses incurred by Tenant in connection with the subletting or assignment, including tenant improvements, leasing commissions and rental incentives, which expenses may be deducted by Tenant from the Excess Amount to be assigned, transferred, mortgaged, pledged, hypothecated paid to Landlord. The foregoing is in consideration of additional management performed 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, or any portion thereof, by anyone other than Tenant or any Manager approved to be performed by Landlord pursuant to under such sublease or assignment. In addition, Landlord shall be reimbursed by Tenant for the applicable provisions reasonable, documented legal and administrative costs incurred by Landlord in connection with any proposed subletting or assignment. Violation of this Agreement, 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 Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet (or occupied Lease by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, a subtenant or occupant, as the case may be, but no such collection assignee shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 16.1, the acceptance violation by Tenant. Approval 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting any sublease or assignment shall in not release Tenant from any way impair the continuing primary liability of Tenant hereunder (unless Landlord obligation under this Lease and Tenant expressly otherwise agree that Tenant shall not constitute approval for subsequent subletting or assignment. Subtenants or assignees shall be released from liable for all of Tenant's obligations hereunder)under this Lease unless otherwise specified in writing. Upon Default by Tenant, any subtenant shall pay all sublease rentals and other sums due Landlord, directly to Landlord, to be credited against sums owed to Landlord by Tenant under this Lease. Unless otherwise agreed in writing, no sublease or assignment shall be valid unless (1) a copy of this Lease is attached thereto, (2) the subtenant or assignee agrees in writing to be liable for all of Tenant's obligations under this Lease, and no consent (3) Landlord's written approval is attached to any subletting the sublease 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. 17.1.1 Except as provided in SECTION 16.3this Section 17.1, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or allow the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. During the first (1st) through the fourth (4th) Lease Years, Landlord’s consent to any such Sublease or assignment shall be in Landlord’s sole and absolute discretion, subject to the terms of the immediately succeeding sentence. For purposes any portion of the first four (4) Lease Years during which neither CNL nor any Affiliated Person of CNL is Landlord under this SECTION 16.1Agreement, an assignment and after the expiration of the fourth (4th) Lease Year (regardless of who is Landlord under this Agreement), Landlord’s consent to Tenant’s sublease of all or any part of the Resort Operations or assignment, in whole or in part, of its rights as Tenant under this Agreement shall not to be unreasonably withheld, conditioned or delayed; provided that it shall not be unreasonable to withhold its consent of such an assignment, Sublease or other transfer if, in Landlord’s reasonable opinion, such transferee or assignee, lacks the character or the quality and relevant experience necessary to satisfy the obligations of Tenant hereunder. 17.1.2 A sale, assignment, pledge, transfer, exchange or other disposition of any equitable interest in Tenant or any Person Controlling Tenant which results in a change or transfer of management or Control of Tenant, or a merger, consolidation or other combination of Tenant with another Entity which results in a change or transfer of management or Control of Tenant, shall be deemed an assignment hereunder and shall be subject to includethe terms hereof. Provided, without limitationhowever, and notwithstanding the foregoing or any other term or provision in this Agreement to the contrary, (A) transfers of interests in Tenant and Affiliated Persons of Tenant to and among Affiliated Persons of Tenant and (B) transfers of interests in Guarantor or in any Entity that is an Affiliated Person of Guarantor, provided that (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., (ii) any member of the Immediate Family of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., (iii) any Entity that is an Affiliated Person of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. and/or any member of the Immediate Family of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., (iv) the ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. Control Trust, and/or (v) the ▇▇▇▇▇▇▇▇ Foundation, or any combination thereof, retains, directly or indirectly, Control of Guarantor, shall not be deemed an assignment hereunder and shall not be subject to the terms hereof. 17.1.3 Notwithstanding any provision in this Agreement to the contrary, Landlord’s consent shall not be required for (i) any sale of an interest in Tenant, transfer, assignment or other conveyance by Tenant to an Affiliated Person of Tenant, Guarantor or Celebration Associates, LLC, (ii) any sale of an interest in Tenant, transfer, assignment or other conveyance of any direct or indirect Change equity interest in Tenant so long as Guarantor or Celebration Associates, LLC or an Affiliated Person of Celebration Associates, LLC continues to have Control over Tenant, or (iii) any Sublease transaction involving less than 500 square feet of Tenant. space and having a term of six (6) months or less (but such Sublease transactions still shall be subject to the relevant terms in Article 16). 17.1.4 If this Agreement is assigned or if the Leased Property, or any portion thereof part thereof, is sublet (or occupied by anybody any Person other than Tenant or any Manager and their respective employees), after termination Tenant) in violation of this Agreement, 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 16.1Section 17.1.1, 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. 17.1.5 Except as set forth in Section 17.1.2, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No no subletting or assignment shall in any way impair the continuing primary liability of Tenant or Guarantor hereunder (unless Landlord and Tenant or Landlord and Guarantor expressly otherwise agree in writing that Tenant or Guarantor shall be released from all or certain 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 16.1Section 17.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting. 17.1.6 In addition to the foregoing, assignment and notwithstanding anything herein to the contrary, Tenant may only assign, mortgage, pledge, hypothecate, encumber or other otherwise transfer this Agreement in conjunction with a transfer of Tenant’s interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s optionthe Personal Property Lease.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant (a) Subtenant shall not, without Landlord’s the prior written consent of Sublandlord (which consent may be given a) further sublet all or withheld in Landlord’s sole and absolute discretion)any part of the Premises; (b) transfer, hypothecate, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Propertyconvey, or any portion thereof, or suffer or permit mortgage this Agreement or the leasehold estate created hereby Sublease or any other rights arising interest under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated it or encumbered, in whole or in part, whether voluntarily, involuntarily or allow any lien upon Subtenant's interest hereunder by operation of law; or (c) suffer, tolerate, permit, or permit allow the use or operation occupancy of the Leased Property, or any portion thereof, Premises by anyone other than Tenant Subtenant, its agents and employees. Sublandlord shall not unreasonably withhold or any Manager approved by Landlord pursuant delay its consent to a further subletting of the applicable provisions of this Agreement, Premises 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 Sublease by Subtenant. Sublandlord's consent 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall be conditional upon and subject to Subtenant obtaining the written consent of Landlord thereto when required under the Prime Lease. No such transaction shall release Subtenant from liability hereunder. Notwithstanding the provisions in any way impair this Section 8, subject only to the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant Landlord's consent if required under the Prime Lease, Subtenant shall have the right to sublet or assign the Premises to a Permitted Assignee. A Permitted Assignee shall be released from an assignment or transfer to any of the following: (a) to a corporation or other business entity (herein sometimes referred to as a "successor corporation") into or with which Subtenant shall be merged or consolidated, or to which substantially all of the assets of Subtenant may be transferred or sold, provided that (1) such successor corporation shall have a net worth and liquidity at least equal to the net worth and liquidity of Subtenant immediately prior to such transfer, (2) the successor corporation shall assume in writing all of the obligations hereunder)and liabilities of Subtenant under this Sublease, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver (3) the use of the prohibition set forth in this SECTION 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, Premises pursuant to such assignment or sublease is in compliance with the Prime Lease; or (b) to a corporation or other transfer business entity (herein sometimes referred to as a "related corporation") that shall control, be controlled by or be under common control with Subtenant or, if unrelated to Subtenant, that shall purchase all of Tenant’s interest under this Agreement in contravention the assets of this SECTION 16.1 Subtenant, provided that (1) such corporation shall be voidable have a net worth and liquidity at Landlord’s option.least equal to the net worth and liquidity of Subtenant immediately prior to such transfer, (2) the

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, 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, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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. Any assignment or transfer of Tenant’s 's interest under this Agreement shall be subject to such assignee’s 's or transferee’s 's delivery to Landlord of a Guarantypledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee, which Guaranty pledge shall be in form and substance satisfactory to 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 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 16.1discretion. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except as provided in SECTION 16.3Section 16.3 below, Tenant shall not, without Landlord’s the prior written consent (which consent may be given or withheld in Landlord’s sole of a majority of the Independent Trustees and absolute discretion)a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement the applicable Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses concessions and licenses and the like), all or any part of the applicable Leased Property, or any portion thereof, Property or suffer or permit this Agreement the applicable Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement 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 operation occupancy of the applicable Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the applicable Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment any Change in Control, including without limitation, any transaction pursuant to which Tenant is merged or consolidated with another entity or pursuant to which all or substantially all of this Agreement Tenant's assets are transferred to any other entity, shall be deemed to include, without limitation, any direct or indirect Change in Control be an assignment of Tenantthe applicable Lease. If this Agreement the applicable Lease is assigned or if the applicable Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective its employees)) Landlord, after termination an Event of this AgreementDefault occurs and is continuing, 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 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunderthe applicable Lease. 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 Section 16.1. No assignment, subletting or occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in the applicable Lease in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as otherwise provided in SECTION 16.3below, Tenant shall notnot assign, without mortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s prior written consent (which thereto. Landlord will not unreasonably withhold, condition or delay its 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 or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 Lease or sublease of all or any part of the Premises under the circumstances described in Section (b) (i), and Landlord’s consent to an assignment of this Lease or a sublease of the Premises to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii) shall not be required; otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Agreement shall be subject Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions) and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to such raise capital that does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of the Declaration; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or transfereesubtenant’s delivery proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees; (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents; (H) if a Guarantysublease, there would not be more than two occupants (including Tenant and any subtenant) on any floor of the Building (excluding the operators of the Cafeteria and the Fitness Facility on the first floor of the Building); and (I) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord. Tenant acknowledges and agrees that Landlord’s withholding of consent to (x) a proposed sublease of part of the Premises to another tenant of the Project when Landlord then has available for lease to such tenant similar space in the Project, (y) a proposed sublease of all or part of the Premises to another tenant of the Project such that the aggregate space in the Premises subleased by Tenant to other tenants of the Project exceeds 35,000 square feet, or (z) an assignment of this Lease to another tenant of the Project, shall be reasonable. (ii) Notwithstanding anything herein to the contrary, Tenant may, upon written notice to, but without the requirement of consent by, Landlord, assign this Lease or sublease the Premises or a portion thereof to a Permitted Transferee, so long as: (1) the Permitted Transferee is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; and (2) no Event of Default will be created as a result of the proposed assignment or the proposed use by the Permitted Transferee. Landlord acknowledges and agrees that the Premises may be occupied by one or more entities, which Guaranty is or are a subsidiary, parent or affiliate of Tenant (“Affiliate”), pursuant to occupancy agreement(s) or license agreement(s) entered into by Tenant and such Affiliate, and Landlord agrees that the execution of such agreement(s) will not be deemed to be an assignment of this Lease or sublease of the Premises under the terms of this Lease. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, except in the case of an assignment to a Permitted Transferee in circumstances where Tenant ceases to exist, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent that may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be performed hereunder. Except in the case of an assignment or sublease to a Permitted Transferee, Tenant shall also pay to Landlord 50% of any Sublease Profit, as defined in Section 8.1(d), as and when received by Tenant. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages that Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord in its sole discretion accordance with the terms of this Lease; and which Guaranty shall constitute a Guaranty hereunder(ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest herein shall operate to release or affect Tenant’s obligations hereunder. (d) As used in Section 8.1(c), “Sublease Profit” means: (i) in the case of a sublease of all or any part of the Premises, the amount, if any, by which (A) the rent (including base rent and additional rent) under the sublease exceeds (B) the sum of (I) the Base Rent and Additional Rent under this Agreement Lease for the Premises (or part of the Premises) subject to the sublease, determined on a per square foot basis, plus (II) the amortization of the Tenant Improvements Costs for the Premises (or part of the Premises) subject to the sublease, determined on a per square foot basis and on the basis of straight-line amortization over the Initial Term, plus (III) to the extent that the costs of the sublease would be capitalized under GAAP, the amortization of such costs determined on a straight-line basis over the term of the sublease, plus (IV) the costs of the sublease that would not be capitalized under GAAP and have not previously been applied to reduce or offset Sublease Profit; and (ii) in contravention the case of an assignment of this SECTION 16.1 Lease, the amount, if any, by which (A) any amount paid by the assignee to Tenant for the assignment exceeds (B) the sum of (I) the unamortized Tenant Improvements Costs as of the date of the assignment, determined on the basis of straight-line amortization over the Initial Term, plus (II) the costs of the assignment. Sublease Profit shall be voidable at Landlord’s optiondetermined with respect to a sublease upon each payment of rent under the Sublease. Sublease Profit shall be determined with respect to an assignment upon the assignment.

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement or residents and patients of Tenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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 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 's interest under this Agreement shall be subject to such assignee’s 's or transferee’s 's delivery to Landlord of (i) a Guarantypledge 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 Guaranty pledge shall be in form and substance satisfactory to Landlord in its sole discretion and (ii) a security agreement granting Landlord a security interest in of all 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 Leased Property which Guaranty shall constitute a Guaranty hereunder. No subletting is subject to any such assignment or assignment shall in any way impair transfer to secure Tenant's obligations under this Agreement and the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant Incidental Documents, which security agreement shall be released from all obligations hereunder), in form and no consent substance satisfactory to any subletting or assignment Landlord in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1its sole discretion. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall notnot assign, without mortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s prior written consent (thereto, which consent may be given granted, conditionally granted or withheld in Landlord’s sole and absolute reasonable discretion, provided, however, that, subject to Section 8.1(b)(ii), this Lease may be assigned by Tenant to a Permitted Transferee. As used herein, the term “assign, mortgage, pledge, hypothecate, encumber ” or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions) and whether by sale of its capital stock or otherwise. (i) Notwithstanding anything to the contrary in Section 8.1(a), Landlord will not unreasonably withhold, condition or delay its consent to any sublease of all or any part of the Premises, and Landlord will consent to any sublease of all of the Premises to a Permitted Transferee, so long as, in either event, (A) the sublease will not violate the terms of any agreement, instrument, law, rule, regulation or requirement which is binding upon Landlord and/or the Project; (B) the subtenant’s proposed use is permitted under the terms of this Agreement Lease; (C) the subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (D) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such sublease, including, without limitation, reasonable attorneys’ fees; (E) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed sublease or the proposed use by the subtenant; (F) there are not more than a total of two (2) subtenant(s), including the proposed subtenant under the proposed sublease, in occupancy of the Premises or portions thereof; and (G) the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises, except in a manner consistent with this Article VIII as if the Permitted Transferee was the Tenant hereunder. (ii) Notwithstanding anything to the contrary in Section 8.1(a), Landlord must consent to an assignment of this Lease to a Permitted Transferee, so long as: (1) the Permitted Transferee assumes this Lease pursuant to a document satisfactory to Landlord; (2) the assignee is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (3) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment, including, without limitation, reasonable attorneys’ fees; (4) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or the proposed use by the assignee; and (5) the successor to Tenant has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the tangible net worth of Tenant herein named on the date of this Lease. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be subject jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to such assignee’s or transferee’s delivery be performed hereunder. Tenant shall also pay to Landlord 50% of any rent received as a Guarantyresult of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, which Guaranty after taking into account the costs of the assignment or sublease amortized on a straight-line basis over the remaining Lease Term. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord in its sole discretion accordance with the terms of this Lease; and which Guaranty shall constitute a Guaranty hereunder(ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (I) above. No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest under herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Agreement in contravention Article VIII or other provisions of this SECTION 16.1 shall be voidable Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease or to market the space for sublease or assignment of 50% or more of the Premises, other than to a Permitted Transferee, Landlord, at its option, may terminate this Lease (or if the request is fora sublease of less than all of the Premises, at Landlord’s option, Landlord may terminate this Lease (90 days from date of notice of Tenant) as to the portion requested to be sublet and Landlord and Tenant shall execute an amendment to this Lease to release Tenant from obligations relating to such portion (except for such obligations that would survive the expiration of this Lease if the Lease expired as of the date of such release), modify the Premises accordingly and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building). In such an event, Landlord may enter into a new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Section 8.1(d), Tenant may, by written notice given to Landlord within three Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent to the subject assignment or sublease, in which event this Lease shall not terminate. (e) During the eighteen (18) months prior to the expiration of the Lease Term, any sublease of all of the Premises shall be made, if at all, only through a co-broker arrangement between (i) Landlord or another broker designated by Landlord (including The Bulfinch Companies, Inc.), as a co-broker (the “Landlord’s Co-Broker”). and (ii) a commercial real estate broker reasonably acceptable to Landlord (the “Tenant’s Co-Broker”). as the other co-broker (the “Co-Broker Arrangement”). During the eighteen (18) months prior to the expiration of the Lease Term, Tenant shall not offer or solicit offers for all of the Premises for sublease other than through the Co-Broker Arrangement. Notwithstanding the foregoing, the Landlord’s Co-Broker and the Tenant’s Co-Broker shall share the commission received in connection with any sublease on an equal basis; provided, that any such commission shall be no greater in the aggregate than fair market commissions paid to commercial real estate brokers in the Greater Boston Area at the time.

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), not assign, mortgage, pledge, hypothecate, pledge or encumber this Lease nor sublet all or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), any part of the Leased PropertyPremises, nor permit or allow the use of all or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation part of the Leased PropertyPremises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto. Landlord will not unreasonably withhold, condition or delay its consent to any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 Lease or sublease of all or any part of the Premises under the circumstance described in Section 8.1(b)(i), and Landlord will consent to the assignment of this Lease to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii); otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Agreement shall be subject Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sate of a controlling interest in Tenant (whether in a single transaction or a series of transactions) and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to such raise capital which does not result in a change in the day-to-day control of Tenant. (i) Landlord will not unreasonably withhold or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as (A) the assignment or sublease will not violate the terms of (1) any lease affecting the Project or (2) any agreement, instrument, law, rule, regulation or requirement which is binding upon Landlord and/or the Project; (B) the assignee or subtenant and its proposed use is of a character consistent with the Project; (C) the assignee’s or transfereesubtenant’s delivery proposed use is permitted under the terms of this Lease; (D) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (E) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment or sublease, including, without limitation, reasonable attorneys’ fees; (F) there does not then exist an Event of Default; (G) each of Landlord’s mortgagees has consented in writing to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents (and Landlord will use diligent efforts to obtain any such consent); (H) if a Guarantysublease, which Guaranty there are not more than a total of three (3) subtenants, including the proposed subtenant under the proposed sublease, in occupancy of the Premises or portions thereof; and (I) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord. (i) Landlord will consent to an assignment of this Lease to a Permitted Transferee, so long as: (1) the assignee is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (2) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment, including, without limitation, reasonable attorneys’ fees; and (3) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or the proposed use by the assignee. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by Tenant, Tenant shall be jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of ail covenants, agreements and conditions on the part of Tenant to be performed hereunder. Tenant shall also pay to Landlord fifty percent (50%) of any rent received as a result of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, after taking into account the costs of the assignment or sublease amortized on a straight-line basis over the remaining term of this Lease. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord in its sole discretion accordance with the terms of this Lease; and which Guaranty shall constitute a Guaranty hereunder(ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest under herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Agreement in contravention Article VIII or other provisions of this SECTION 16.1 shall be voidable Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease of twenty-five percent (25%) or more of the Premises, Landlord, at its option, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, at Landlord’s option, Landlord may terminate this Lease as to the portion requested to be sublet and Landlord and Tenant shall execute an amendment to this Lease to modify the Premises and to adjust Base Rent and Tenant’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building and the Project). In such an event, Landlord may enter into a new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Section 8.1(d), Tenant may, by written notice given to Landlord within three (3) Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent to the subject assignment or sublease, in which event this Lease shall not terminate. (e) Tenant shall not enter into any arrangements with any subtenant or assignee to circumvent, or which have the effect of circumventing, (i) Tenant obligation to share rents received from a sublease or assignment or (ii) any other provisions of this Article VIII.

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), not assign, mortgage, pledgepledge or encumber this Lease nor sublet all or any part of the Premises, hypothecatenor permit or allow the use of all or any part of the Premises by third party users, encumber such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto, which shall be within Landlord’s sole discretion (except as provided below). Tenant may request such consent as provided in Section 8.1(f). Landlord will not unreasonably withhold, delay or otherwise transfer condition its consent to a proposed assignment of this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased PropertyPremises under the circumstances described in Section 8.1(b)(i), or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant and will respond to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, a request for such consent as provided in Section 8.1(f) (subject to be offered or advertised for assignment or sublettingLandlord’s recapture right under Section 8.1(e)). For purposes of this SECTION 16.1, Landlord’s consent to an assignment of this Agreement Lease or a sublease or all or any portion of the Premises to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii), and Landlord’s consent to use of portions of the Premises by third party users under the circumstances described in Section 8.1(b)(iii), shall not be required. As used herein, the term “assign” or “assignment” shall be deemed to include, without limitation, 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; provided, however, that the sale, transfer or issuance of stock or other ownership interest in Tenant shall not be deemed to be an assignment or other transfer subject to Landlord’s approval under this Agreement Article VIII. (i) Subject to Landlord’s recapture rights under Section 8.1(e), Landlord will not unreasonably withhold, condition or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as: (A) the assignment or sublease will not violate the terms of any Encumbrance; (B) the assignee’s or subtenant’s proposed use is permitted under the terms of this Lease; (C) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (D) Tenant pays to Landlord all of Landlord’s reasonable third party expenses in connection with the review and approval of the assignment or sublease, including, without limitation, reasonable attorneys’ fees (but in any event not to exceed $5,000); (E) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or sublease or the proposed use by the assignee or subtenant; and (F) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which consent shall be subject to the same conditions as apply to consents to assignments or subleases by Tenant under this Article VIII. If an assignment of the Lease or a sublease of all or any part of the Premises is subject to consent by Landlord’s mortgagee under the terms of the applicable financing documents for which there is a Subordination, Non-Disturbance and Attornment Agreement (in the event of a conflict between the applicable financing documents and a Subordination, Non-Disturbance and Attornment Agreement, the Subordination, Non-Disturbance and Attornment Agreement shall control), then Landlord will not be considered to be unreasonable in conditioning its consent to a proposed assignment or sublease on consent by Landlord’s mortgagee. (ii) Notwithstanding anything to the contrary in Section 8.1(a), Tenant may, upon written notice to, but without the requirement of consent by, Landlord, assign this Lease or sublease all or any portion of the Premises to a Permitted Transferee, so long as: (A) if an assignment (other than an assignment by law, such assignee’s as a merger), the Permitted Transferee assumes this Lease pursuant to a document satisfactory to Landlord; (B) the assignee or transferee’s delivery subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (C) Tenant pays to Landlord all of Landlord’s reasonable third party expenses in connection with confirming that the assignment or sublease is permitted under this Section 8.1(b)(ii), including, without limitation, reasonable attorneys’ fees (but in any event not to exceed $2,500); (D) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or sublease or the proposed use by the assignee or subtenant, and (E) each of Landlord’s mortgagees has consented to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents for which there is a Subordination, Non-Disturbance and Attornment Agreement (in the event of a Guarantyconflict between the applicable financing documents and a Subordination, Non-Disturbance and Attornment Agreement, the Subordination, Non-Disturbance and Attornment Agreement shall control). (iii) Notwithstanding anything to the contrary in Section 8.1(a), Tenant may allow portions of the Premises to be occupied by third parties in connection with research collaborations by such third parties with Tenant or in connection with the performance of vendor agreements between Tenant and such third parties, which Guaranty research collaborations or vendor agreements have been entered into by Tenant in the ordinary course of its business and not with the intent to circumvent other provisions of this Article VIII. (c) In the event of any permitted assignment of this Lease, Tenant shall be jointly and severally liable with the assignee for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to be performed hereunder. Except with respect to a transfer to any Permitted Transferee, Tenant shall also pay to Landlord 50% of any Sublease Profit, as defined in Section 8.1 (d), as and when received by Tenant. Any assignment or sublease, even if to a Permitted Transferee, shall be subject to the condition that (i) the new tenant (that is, the assignee or subtenant) and Tenant execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, pursuant to which such new tenant (A) if an assignment (other than an assignment by operation of law, such as a merger), assumes all of the obligations of Tenant under this Lease from and after the date of such assignment, (B) if a sublease, agrees to execute and deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to the subtenant under this Lease, the sublease or otherwise and (D) if a sublease, agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease (to the extent applicable to any subleased space) and to provide evidence thereof to Landlord in its sole discretion accordance with the terms of this Lease; and which Guaranty (ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. Failure to comply with the requirements of clause (i) of the immediately preceding sentence with respect to an assignment or sublease to a Permitted Transferee shall not render such assignment or sublease void or constitute a Guaranty hereunder. default hereunder if such failure is cured within 20 days following Landlord’s written notice of such failure, which notice shall state in bold and prominent print that “FAILURE TO PROVIDE THE DOCUMENTATION REQUIRED BY SECTION 8.1(c) OF THE LEASE MAY RESULT IN A DEFAULT AND/OR THE VOIDING OF A PERMITTED TRANSFER.” No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest herein shall operate to release or impair Tenant’s obligations hereunder. (d) As used in Section 8.1(c), “Sublease Profit” means: (i) in the case of a sublease of all or any part of the Premises, the amount, if any, by which (A) the rent (including base rent and additional rent) under the sublease exceeds (B) the sum of (I) the Base Rent and Additional Rent under this Agreement Lease for the Premises (or part of the Premises) subject to the sublease, determined on a per square foot basis, plus (II) the amortization of the TI Costs in contravention excess of the TI Allowance for the Premises (or part of the Premises) subject to the sublease, determined on a per square foot basis and on the basis of straight-line amortization over the Initial Term, plus (III) the amortization of the costs of the sublease determined on a straight-line basis over the term of the sublease; and (ii) in the case of an assignment of this SECTION 16.1 Lease, the amount, if any, by which (A) any amount paid by the assignee to Tenant for the assignment exceeds (B) the sum of (I) the unamortized TI Costs in excess of the TI Allowance as of the date of the assignment, determined on the basis of straight-line amortization over the Initial Term, plus (II) the costs of the assignment. Sublease Profit shall be voidable at Landlord’s optiondetermined with respect to a sublease upon each payment of rent under the Sublease. Sublease Profit shall be determined with respect to an assignment upon the assignment.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement 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 direct Tenant or indirect Change 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 Control 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 Section 25.3 below and any ------------ other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor's obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or -------------- occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or ------------ occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at Landlord’s 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. Relative to Tenant's Notice and the other deliveries to Lessor referenced in this Section 25.1.5, contemporaneously with the delivery of the -------------- foregoing items to Lessor, Tenant agrees to deliver copies thereof to any Facility Mortgagee(s), provided that Lessor has notified Tenant of the name(s) and address(es) of any such Facility Mortgagee(s). 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. (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 are in effect on December 14, 2000 and only for the remaining term thereof, it being agreed that, if any such sublease is extended (other than pursuant to the terms of sublease extension rights in existence as of December 14, 2000), or after December 14, 2000 is materially amended, for the extension term, or after any such material amendment, the applicable percentage in this subsection (ii) shall be 80%, not 50%) of the excess of:

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s prior written consent (which consent consent, which, except as specifically set forth herein, may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily voluntarily or by operation of lawlaw assign (which term includes any sale, encumbering, pledge or permit other transfer or hypothecation) this Master Lease, master sublet all or any part of the use Leased Property of any Facility or engage the services of any Person for the management or operation of any Facility. Tenant acknowledges that Landlord is relying upon the Leased Property, expertise of Tenant in the operation of the Facilities and that Landlord entered into this Master Lease with the expectation that Tenant would remain in and operate such Facilities during the entire Term and for that reason Landlord retains sole and absolute discretion in approving or disapproving any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or sublettingmaster sublease. For purposes of this SECTION 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Any (a) Change in Control of Tenant. If this Agreement (as such term is assigned or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth defined in the first paragraph of this SECTION 16.1, the acceptance by Landlord of such assignee, subtenant Sun Credit Agreement); 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 (b) transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s stock, partnership or transferee’s delivery to Landlord membership interests (or the stock, partnership or membership interests of a Guarantyany entity(ies) that controls Tenant, other than Sun) or any dissolution or merger or consolidation of Tenant (or its controlling entity(ies)) with any other entity, which Guaranty shall be results in form any Person and substance satisfactory such Person’s Affiliates (other than an Affiliate of Sun) collectively owning greater than twenty-five percent (25%) of the total outstanding shares of any class of Tenant’s stock, partnership or membership interests (or the stock of its controlling entity(ies), other than Sun), or the sale or other transfer of all or substantially all of the assets of Tenant (or its controlling entity(ies)) other than to Landlord in its sole discretion and which Guaranty an Affiliate of Sun, shall constitute a Guaranty hereunderan assignment of Tenant’s interest in this Master Lease within the meaning of this Article XXII and the provisions requiring consent contained herein shall apply. No subletting Any sublease of more than ten percent (10%) of any Facility to any Person or assignment shall in any way impair the continuing primary liability its Affiliates (other than an Affiliate of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunderSun), and no consent to any subletting in one transaction or assignment in a particular instance series of transactions, shall be deemed to be a waiver master sublease hereunder. For any sublease transaction not requiring the consent of Landlord hereunder, Tenant shall, within ten (10) days of entering into any such sublease, notify Landlord of the prohibition set forth in this SECTION 16.1. No assignmentexistence of such sublease and the identity of the subtenant and supply Landlord with a copy of the sublease, subletting any related documentation and any other materials 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 information reasonably requested by Landlord’s option.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement 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 direct Tenant or indirect Change 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 Control 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 Section 25.3 below and ------------ any other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor's obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee and/or the lenders under the Lessor Credit Agreement. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or -------------- occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or ------------ occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at Landlord’s 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. (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 are in effect on December 14, 2000 and only for the remaining term thereof, it being agreed that, if any such sublease is extended (other than pursuant to the terms of sublease extension rights in existence as of December 14, 2000), or after December 14, 2000 is materially amended, for the extension term, or after any such material amendment, the applicable percentage in this subsection (ii) shall be 80%, not 50%) of the excess of:

Subletting and Assignment. Except as otherwise provided in SECTION 16.3this Paragraph 14, Tenant Sublessee shall notnot assign this Sublease or sublet the whole or any part of the Premises without the prior consent of the Sublessor, without Landlord’s prior written consent (which consent may be given granted or withheld in Landlord’s sole the absolute discretion of Sublessor. Sublessee shall give Sublessor at least thirty (30) days' prior written notice of its intention to assign the Sublease or sublet the whole or any part of the Premises and absolute discretion)shall furnish Sublessor with such information as Sublessor reasonably requests. Sublessor shall advise Sublessee within fifteen (15) days after receipt of all information it requests whether it consents to the transaction in question. In the event Sublessor does not so advise Sublessee in writing within said fifteen (15) day period, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term then Sublessor shall be deemed not to include have approved the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for proposed assignment or subletting. For purposes Notwithstanding any of the above, (a) Sublessee shall remain fully responsible for all its obligations under this SECTION 16.1, an Sublease in the event of any assignment of this Agreement Sublease or subletting of all or any part of the Premises which is permitted under this Paragraph 14, and (b) Sublessee shall have the unrestricted right, from time to time and without the consent of Sublessor, to (i) assign this Sublease and/or sublet the whole of the Premises to any parent, subsidiary or affiliated company of Sublessee, (ii) assign this Sublease to any company which purchases all or substantially all of the assets or stock of Sublessee, (iii) assign this Sublease in conjunction with any merger, consolidation or public offering of stock involving Sublessee, provided that the net worth of the assignee is no less than the net worth of the assignor immediately prior to the assignment and further provided that the assignee shall assume and be liable for the full and faithful performance of all of the terms and conditions of this Sublease on and after the date of the assignment. In the event of any dispute between the parties with respect to the provisions of the Paragraph 14, such dispute shall be deemed to include, without limitation, any direct or indirect Change settled by arbitration 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 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 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 optionaccordance with Paragraph 16 hereof.

Subletting and Assignment. Except as provided in SECTION 16.3Section 16.3 and ------------------------- ------------ Article 19, Tenant shall not, without Landlord’s 's prior written consent (which ---------- consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this SECTION 16.1, whether Section 16.1 an assignment of this Agreement shall be deemed to include, without limitation, include any ------------ direct or indirect Change transfer of any interest in Control 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 foregoing -------- ------- shall not be construed to prohibit collateral assignments or pledges of the capital stock of Tenant to Lending Institutions otherwise permitted by this Agreement. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Tenant, the Manager and their respective employees), after termination of this Agreement, employees or hotel guests) 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 col lection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 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 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 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 Section 16.1. No assignment, ------------ subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.. ------------

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or 95 encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement 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 direct Tenant or indirect Change 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 Control 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 Section 25.3 below and any ------------ other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor's obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or -------------- occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or ------------ occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at Landlord’s 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. Relative to Tenant's Notice and the other deliveries to Lessor referenced in this Section 25.1.5, contemporaneously -------------- with the delivery of the foregoing items to Lessor, Tenant agrees to deliver copies thereof to any Facility Mortgagee(s), provided that Lessor has notified Tenant of the name(s) and address(es) of any such Facility Mortgagee(s). 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. (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 are in effect on December 14, 2000 and only for the remaining term thereof, it being agreed that, if any such sublease is extended (other than pursuant to the terms of sublease extension rights in existence as of December 14, 2000), or after December 14, 2000 is materially amended, for the extension term, or after any such material amendment, the applicable percentage in this subsection (ii) shall be 80%, not 50%) of the excess of:

Subletting and Assignment. Except as provided in SECTION Section 16.3, ------------------------- ------------ Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the likelike but shall not be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, include ------------ any direct or indirect Change transfer of any interest in Control Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of HSD or any transaction pursuant to which Tenant or HSD is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant's or HSD's assets are transferred to any other Entity or any change in control of Tenant or HSD, as if any such change in control or transaction were an assignment of this Agreement; provided, however, that, Landlord's consent with -------- ------- respect to any transaction involving HSD (and not Tenant) shall not require Landlord's consent if (i) no Event of Default has occurred and is continuing, (ii) HSD or its successor entity, following consummation of the applicable transaction, has a Net Worth in excess of Two Hundred Fifty Million Dollars ($250,000,000), (iii) any successor assumes HSD's obligations under the Guaranty by written agreement in form and substance reasonably satisfactory to Landlord, and (iv) Tenant and HSD give Landlord twenty (20) days prior Notice to such transaction together with such evidence regarding the satisfaction of conditions set forth in the foregoing clauses as Landlord may reasonably require. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant and its respective employees or any Manager and their respective employees), after termination of this Agreement, hotel guests) 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 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 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 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 16.1a 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.. ------------

Subletting and Assignment. Except 17.1 Tenant, as provided well as any other party that has acquired an interest in SECTION 16.3this Lease by virtue of a sublease or assignment, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber not sublet any part of the Leased Premises nor assign or otherwise transfer this Agreement Lease or sublease any interest herein (sometimes referred to as "Transfer," and the subtenant or permit assignee may be referred to as "Transferee") without the sublease consent of Landlord first being obtained, which consent will not be unreasonably withheld provided that: (which term 1) Tenant complies with the provisions of this Section 17; (2) the Transferee is engaged in the Permitted Use; (3) no uncured default exists by Tenant prior to the effective date of the Transfer; and (4) the Transferee is not a governmental or quasi-governmental agency. Subject to the foregoing conditions, if the Transferee is a parent, subsidiary, affiliate or successor company of Tenant ("Affiliated Transferee") having a net worth equal to or greater than Tenant at the time of the Commencement Date of this Lease and at the time of the assignment or subletting of this Lease, Landlord shall grant its consent to the Transfer. If the proposed Transferee is not an Affiliated Transferee ("Non-Affiliated Transferee"), the Non-Affiliated Transferee's financial condition shall be deemed satisfactory if the Non-Affiliated Transferee has a net worth equal to include or greater than Tenant at the granting of concessions, licenses, sublicenses and the like), time of the Leased Property, or any portion thereof, or suffer or permit Commencement Date of this Agreement or Lease and at 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 time of the Leased Property, assignment or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions subletting of this Agreement, 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 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 AgreementLease. Any such sublease or assignment or transfer of Tenant’s interest under this Agreement shall be subject to such assignee’s and subordinate to this Lease and must, at Landlord's option, include the obligation of the subtenant or transferee’s delivery assignee to attorn to Landlord. "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 if the net worth of the surviving entity immediately following the merger is less than Tenant's net worth as of the Commencement Date of this Lease or at the time of the merger, the transfer of fifty percent (50%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of fifty percent (50%) or more of the beneficial ownership interests in a partnership or limited liability company tenant. 17.2 Following any Transfer in accordance with this Section 17, Landlord may, after default by Tenant, 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. Consent to a Transfer shall not relieve Tenant from obtaining Landlord's consent to any other Transfer. Notwithstanding Landlord's consent to a Transfer, Tenant shall continue to be primarily liable for all Tenant's obligations under the Lease. If any proposed Transfer provides for the payment of rent by a Transferee in excess of the Rent owing to Landlord of a Guarantyhereunder, which Guaranty shall be in form and substance satisfactory to 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 shall each be entitled to receive fifty percent (50%) of any such excess rent (net of leasing expenses) paid by the Transferee. 17.3 All documents utilized by Tenant to evidence a Transfer are subject to approval by Landlord, not to be unreasonably withheld. Tenant shall be released from all obligations hereunder)pay Landlord's expenses, including reasonable attorneys' fees, of determining whether to consent and no consent to any subletting or assignment in reviewing and approving the documents. Tenant shall provide Landlord with such information as Landlord reasonably requests regarding a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1. No assignmentproposed subtenant, 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 optionincluding financial information.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Section 25.1.2, Section 25.1.11, Section 25.1.12 and Section 25.4 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement Lease shall be deemed to include any change in control of any Tenant (other than in a Kindred Change of Control Transaction), 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 Seniormost Parent Control Person, (b) a change in the composition of the board of directors (or, for any Entity that is not a corporation, any comparable governing body) of any Tenant, any Guarantor, any Section 25.1.12(f) Guarantor or any Fund or any direct or indirect Change subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary 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), (c) the sale or other disposition by (i) any Fund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary of its direct or indirect controlling interest in such Section 25.1.12(f) Guarantor if such sale or other disposition results in a change of the Seniormost Parent Control Person, (ii) any Section 25.1.12(f) Guarantor of Tenant. If this Agreement is assigned its direct or indirect controlling interest in Tenant if such sale or other disposition results in a change of the Leased PropertySeniormost Parent Control Person, or (iii) Tenant of all or any portion thereof is sublet part of its interest in any Guarantor if such sale or other disposition results in a change of the Seniormost Parent Control Person that directly or indirectly controls such Guarantor, (d) the sale or occupied by anybody other disposition of all or substantially all of the assets of the Seniormost Parent Control Person, any Section 25.1.12(f) Guarantor, any Guarantor or any Tenant (other than Tenant a bona fide pledge in connection with a financing approved by Lessor), and (e) a merger or consolidation involving any Guarantor, any Tenant, any Section 25.1.12(f) Guarantor or any Manager and their respective employeesFund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary which results in the stockholders of the Seniormost Parent Control Person immediately prior to such event owning less (directly or indirectly) 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 (and, for the avoidance of doubt, all of the subsections of this Section 25.1), after termination a Kindred Change of Control Transaction shall not constitute an assignment or subletting of this AgreementLease, Landlord may collect the rents from such assigneeand, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of subject to the provisions set forth in Section 25.1.12, Lessor’s consent shall not be required for the first paragraph consummation of a Kindred Change of Control Transaction. For purposes of this SECTION 16.1Section 25.1, the acceptance by Landlord a sublease of such assignee, subtenant all or occupant, as the case may be, as a tenant, or a release any part 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 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 released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance Leased Property shall be deemed to be a waiver 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 Section 25.3 below and any other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the prohibition set forth rentable square footage of any Facility (x) in this SECTION 16.1. No assignmentthe normal course of the Primary Intended Use such as but not limited to leasing of space for major moveable equipment or functional departments such as pathology, subletting or occupancy shall affect any Permitted Use. Any sublettingpharmacy and radiology, 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.or

Subletting and Assignment. Except as provided in SECTION 16.3Subject to the provisions hereinafter detailed, the Tenant shall not, without Landlord’s prior written have the right to sublet the Leased Premises or assign its rights in the present Lease with the consent (of the Landlord which consent may shall not be given unreasonably withheld or withheld delayed and provided that the Leased Premises are utilized only for the purposes stipulated in Landlord’s sole article 3 hereof. Notwithstanding such subletting and absolute discretion)assignment, assign, mortgage, pledge, hypothecate, encumber the Tenant shall remain solidarily liable with such sublessee or otherwise transfer this Agreement or sublease or permit assignee for the sublease (which term shall be deemed to include performance of all the granting of concessions, licenses, sublicenses terms and the like), conditions of the Leased Property, or any portion thereof, or suffer or permit this Agreement or present Lease. It is understood and agreed that notwithstanding 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 terms of law, or permit the use or operation Article 1873 of the Leased Property, or Civil Code of Quebec any portion thereof, such assignment consented to by anyone other than Tenant or any Manager approved by the Landlord pursuant to shall in no way acquit the applicable provisions of this Agreement, 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 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 stipulated in this AgreementLease. Any assignment Sales aggregating fifty percent (50%) or transfer more of the capital issued voting stock of Tenant (if Tenant is a non-public corporation) or transfers aggregating fifty percent (50%) or more 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 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 released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance 's partnership shall be deemed to be a waiver an assignment of this Lease. As used in the foregoing sentence, the word "Tenant" shall also mean any entity which has guaranteed Tenant's obligations under this Lease and the prohibition hereof shall be applicable to any sales or transfers of the prohibition set forth stock or partnership interest of said guarantor. Notwithstanding anything to the contrary in this SECTION 16.1. No assignmentSection 14, subletting so long as Wesco Distribution Inc. is Tenant under this Lease, is not in default of any of the terms and conditions hereof, and has fully and faithfully performed all of the terms and conditions of the Lease, Tenant shall have the right to assign this Lease without Landlord's consent, at any time during the Term of this Lease, to the purchaser in connection with the sale by Tenant of all or occupancy substantially all of its assets, provided: (i) the net assets of the assignee corporation shall not be less than the net assets of Tenant at the time of the signing of this Lease; (ii) the assignee corporation provides Landlord with audited financial statements certifying such net assets; (iii) such assignment does not adversely affect any Permitted Use. Any sublettingthe quality and type of business operation which Tenant has conducted theretofore; and (iv) such assignee shall assume in writing, assignment or other transfer on a form acceptable to Landlord, all of Tenant’s interest under this Agreement 's obligations hereunder and Tenant shall provide Landlord with a copy of such assumption/assignment document. Tenant shall remain solidarily liable with any such assignee. Tenant shall pay Landlord a fee of Three hundred dollars ($300.00) in contravention of this SECTION 16.1 shall be voidable at Landlord’s optionconnection with the sublease or assignment hereunder.

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of all or any part of the Leased Property, or any portion thereof, 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 all or any part of the Leased Property, or any portion thereof, Property by anyone other than Tenant or Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement or residents and patients of Tenant, or the Leased Property, Property or any portion thereof, part thereof to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of Tenant. If this Agreement is assigned or if all or any part of the Leased Property, or any portion thereof Property is sublet (or occupied by anybody other than Tenant or any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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 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 '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 's or transferee’s 's delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a Guaranty pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder. No subletting ; (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 any way impair the continuing primary liability of Tenant hereunder (unless form and substance satisfactory to Landlord in its sole discretion and Tenant expressly otherwise agree that Tenant which assignment shall be released from all obligations constitute an Incidental Document 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. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except A. Tenant shall neither sublet any part of the Premises nor assign this Lease or any interest herein without the written consent of Landlord first being obtained, which consent, as to any subletting of less than twenty-five percent (25%) of the Premises, will not be unreasonably withheld provided that: (i) Tenant has complied with the provision of subparagraph C below and Landlord has declined to exercise its rights thereunder; (ii) the proposed subtenant or assignee is engaged in SECTION 16.3a business and the Premises will be used in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use tights granted to any other tenant; (iii) the proposed subtenant or assignee has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) Tenant is not in default hereunder at the time it makes its request for such consent; (v) the proposed subtenant or assignee is not a governmental or quasi-governmental agency; (vi) the proposed subtenant or assignee is not a tenant under, or is not currently negotiating, a lease with Landlord in any Building owned by Landlord in the Denver metropolitan area (including the Building); or (vii) the rent under such sublease or assignment is not less than the rent to be paid by Tenant for such space under the Lease and is not less than 85% of the rental rate then being offered by Landlord for similar space in the Building. Notwithstanding anything contained herein to the contrary, Tenant acknowledges that if the use of the Premises by any proposed subtenant or assignee would require compliance by Landlord and the Building with any current or future laws to a greater extent than that required prior to the proposed occupancy by such subtenant or assignee, Landlord, at its sole option, may refuse to grant such consent, unless, as an express condition thereof, Tenant and/or such assignee or subtenant hears the entire cost of such greater compliance. A sale by Tenant of all or substantially all of its assets or all or substantially all of its stock if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of twenty-five percent (25%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of twenty-five percent (25%) or more of the beneficial ownership interests in a partnership tenant shall constitute an assignment hereunder. B. If this Lease is assigned, or if the Premises or any part thereof is 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 rent herein reserved, but no such assignment, subletting, occupancy, or collection shall be deemed an acceptance of 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. Consent by Landlord to any one assignment or sublease shall not in any way be construed as relieving Tenant from obtaining the Landlord's express written consent to any further assignment or sublease. Notwithstanding the consent of Landlord to any sublease or assignment, Tenant shall notnot be relieved from its primary obligations hereunder to Landlord, without including, but not limited to the payment of all Base Rent and Tenant's Pro Rata Share of increases in Operating Expenses. Landlords consent to any requested sublease or assignment shall not waive Landlord’s prior written 's right to refuse to consent to any other such request or to terminate this Lease if such request is made, all as provided herein. If Tenant collects any rental or other amounts from a subtenant or assignee in excess of the Base Rent and Tenant's Pro Rata Share of increases in Operating Expenses for any monthly period, Tenant shall pay to Landlord on a monthly basis, as and when Tenant receives the same, all such excess amounts received by Tenant. C. Notwithstanding anything contained in this Paragraph 13 to the contrary, in the event Tenant requests Landlord's consent to sublet twenty-five percent (which 25%) or more of the Premises or to assign twenty-five percent (25%) or more of its interest in this Lease, Landlord shall have the right to; (i) consent may be given to such sublease or withheld assignment in its sole discretion; (ii) refuse to grant such consent in Landlord’s 's sole discretion; or (iii) refuse to grant such consent and absolute discretion)terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, assignhowever, mortgageif Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, pledgeTenant shall have the right within fifteen (15) days after notice of Landlord's exercise of its right to terminate to withdraw Tenant's request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term such termination shall be deemed to include the granting of concessions, licenses, sublicenses and the like), effective as of the Leased Propertydate set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. D. Tenant hereby agrees that in the event it desires to sublease all or any portion thereof, of the Premises or suffer or permit assign this Agreement or the leasehold estate created hereby or Lease to any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumberedparty, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit Tenant shall notify Landlord not less than ninety (90) days prior to the use or operation date Tenant desires to sublease such portion of the Leased PropertyPremises or assign this Lease ("Tenant's Notice"). Tenant's Notice shall set forth the description of the portion of the Premises to be so sublet or assigned and the terms and conditions on which Tenant desires to sublet the Premises or assign this Lease. Landlord shall have sixty (60) days following receipt of Tenant's Notice within which to attempt to sublet the Premises or assign this Lease on Tenant's behalf (or to exercise Landlord's rights pursuant to subparagraph C above if Tenant's Notice discloses that twenty-five percent (25%) or more of the Premises is involved). In the event that the space covered by Tenants Notice is leased by Landlord, rent and other sums due from the subtenant in accordance with the sublease shall be paid to Tenant for Tenant's account and Landlord shall have no responsibility whatsoever for the observance and performance by such subtenant of its obligations under its sublease with Tenant. Landlord shall be under no obligation to find a prospective subtenant or assignee. If Landlord is unwilling or unable to locate a subtenant or assignee (and, if applicable, declines to exercise its rights pursuant to subparagraph C above), Landlord will notify Tenant not later than sixty (60) days after the date Landlord receives Tenant's Notice and Tenant shall be free to sublet the portion of the Premises in question or assign the applicable portion of its interest in this Lease to any third party on terms substantially identical to those described in Tenant's Notice, subject to Landlord's consent as set forth in subparagraph A above. If Tenant is unable to sublet said portion thereofof the Premises or assign the applicable portion of its interest in this Lease on said tents and conditions within one hundred twenty (120) days following its original notice to Landlord, Tenant agrees to reoffer the Premises to Landlord in accordance with the provisions hereof prior to leasing or assigning the same to any third party. E. All documents utilized by anyone other than Tenant to evidence any subletting or any Manager approved assignment to which Landlord has consented shall be subject to prior approval by Landlord pursuant or its counsel. Tenant shall pay on demand all of Landlord's costs and expenses, including reasonable attorneys' fees, incurred in determining whether or not to consent to any requested sublease or assignment and in reviewing and approving such documentation. F. Landlord and Tenant understand that notwithstanding certain provisions to the applicable contrary contained herein, a trustee or debtor in possession under the Bankruptcy Code of the United States may have certain rights to assume or assign this Lease. If a trustee in bankruptcy is entitled to assume control over Tenant's rights under this Lease and assigns such rights to any third party, the Base Rent to be paid hereunder by such party shall be increased to the then current Base Rent (if greater than then being paid for the Premises) which Landlord would charge for comparable space in the Building as of the date of such third party's occupancy of the Premises. Landlord and Tenant further understand that in any event Landlord is entitled under the Bankruptcy Code to Adequate Assurance of future performance of the terms and provisions of this Agreement, or the Leased Property, or any portion thereof, to be offered or advertised for assignment or sublettingLease. For purposes of this SECTION 16.1any such assumption or assignment, an assignment of this Agreement the parties hereto agree that the term "Adequate Assurance" shall be deemed include at least the following: (1) In order to include, without limitationassure Landlord that the proposed assignee will have the resources with which to pay the rent called for herein, any direct or indirect Change proposed assignee must have as demonstrated to Landlord's satisfaction a net worth (as defined in Control accordance with generally accepted accounting principles consistently applied) at least as great as the net worth of Tenant. If Tenant on the date this Agreement is assigned or if the Leased Property, or any portion thereof is sublet Lease became effective increased by seven percent (or occupied by anybody other than Tenant or any Manager and their respective employees7%), after termination of this Agreementcompounded annually, Landlord may collect for each year from the rents from such assignee, subtenant or occupant, as Lease Commencement Date through the case may be, but no such collection shall be deemed a waiver date 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 proposed assignment. The financial condition and resources 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 were a Guaranty, which Guaranty shall be in form and substance satisfactory material inducement to Landlord in its sole discretion entering into this Lease. (2) Any proposed assignee of this Lease must assume and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair agree to be personally bound by the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder)terms, provisions, 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 covenants of this SECTION 16.1 shall be voidable at Landlord’s optionLease.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement 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 direct Tenant or indirect Change 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 Control 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 Section 25.3 below and any ------------ other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor's obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee and/or the lenders under the Lessor Credit Agreement. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or -------------- occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or ------------ occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at Landlord’s 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. (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 are in effect on December 14, 2000 and only for the remaining term thereof, it being agreed that, if any such sublease is extended (other than pursuant to the terms of sublease extension rights in existence as of December 14, 2000), or after December 14, 2000 is materially amended, for the extension term, or after any such material amendment, the applicable percentage in this subsection (ii) shall be 80%, not 50%) of the excess of:

Subletting and Assignment. Except as provided in SECTION 16.3Subject to the provisions hereinafter detailed, the Tenant shall not, without Landlord’s prior written have the right to sublet the Leased Premises or assign its rights in the present Lease with the consent (of the Landlord which consent may shall not be given unreasonably withheld or withheld delayed and provided that the Leased Premises are utilized only for the purposes stipulated in Landlord’s sole article 3 hereof. Notwithstanding such subletting and absolute discretion)assignment, assign, mortgage, pledge, hypothecate, encumber the Tenant shall remain solidarily liable with such sublessee or otherwise transfer this Agreement or sublease or permit assignee for the sublease (which term shall be deemed to include performance of all the granting of concessions, licenses, sublicenses terms and the like), conditions of the Leased Property, or any portion thereof, or suffer or permit this Agreement or present Lease. It is understood and agreed that notwithstanding 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 terms of law, or permit the use or operation Article 1873 of the Leased Property, or civil code of Québec any portion thereof, such assignment consented to by anyone other than Tenant or any Manager approved by the Landlord pursuant to shall in no way acquit the applicable provisions of this Agreement, 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 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 stipulated in this AgreementLease. Any assignment Sales aggregating fifty percent (50%) or transfer more of the capital or issued voting stock of Tenant (if Tenant is a non-public corporation) or transfers aggregating fifty percent (50%) or more 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 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 released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance partnership shall be deemed to be a waiver an assignment of this Lease. As used in the foregoing sentence, the word “Tenant” shall also mean any entity which has guaranteed Tenant’s obligations under this Lease and the prohibition hereof shall be applicable to any sales or transfers of the prohibition set forth stock or partnership interest of said guarantor. Notwithstanding anything to the contrary in this SECTION 16.1. No assignmentSection 14, subletting so long as Wesco Distribution Inc. is Tenant under this Lease, is not in default of any of the terms and conditions hereof, and has fully and faithfully performed all of the terms and conditions of the Lease, Tenant shall have the right to assign this Lease without Landlord’s consent, at any time during the Term of this Lease, to the purchaser in connection with the sale by Tenant of all or occupancy substantially all of its assets, provided: (i) the net assets of the assignee corporation shall not be less than the net assets of Tenant at the time of the signing of this Lease; (ii) the assignee corporation provides Landlord with audited financial statements certifying such net assets; (iii) such assignment does not adversely affect any Permitted Use. Any sublettingthe quality and type of business operation which Tenant has conducted theretofore; and (iv) such assignee shall assume in writing, assignment or other transfer on a form acceptable to Landlord, all of Tenant’s interest under this Agreement obligations hereunder and Tenant shall provide Landlord with a copy of such assumption/assignment document. Tenant shall remain solidarily liable with any such assignee. Tenant shall pay Landlord a fee of Three hundred dollars($300.00) in contravention of this SECTION 16.1 shall be voidable at Landlord’s optionconnection with the sublease or assignment hereunder.

Subletting and Assignment. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the likelike but shall not be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting; PROVIDED, HOWEVER, that an assignment to a wholly owned Subsidiary (direct or indirect) of ShoLodge shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this SECTION 16.1, an assignment of this Agreement shall be deemed to include, without limitation, include any direct or indirect Change transfer of any interest in Control Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of ShoLodge 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, unless such Entity is a wholly owned Subsidiary (direct or indirect) of ShoLodge. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, employees or hotel guests) 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. 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 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 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. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord▇▇▇▇▇▇▇▇’s prior written consent (which consent may shall not be given unreasonably withheld or withheld in Landlord’s sole and absolute discretiondelayed 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 (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily voluntarily or by operation of lawinvoluntarily, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Tenant. If ▇▇▇▇▇▇’s interest in this Agreement is assigned, Landlord pursuant to may collect the applicable provisions of this Agreement, or rents due hereunder from the assignee. If 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 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 their respective employeesTenant), after termination then, upon the occurrence and during the continuance of this Agreementan Event of Default, Landlord may collect the rents due hereunder from such assignee, the subtenant or occupant, as the case may bebe (and, but no 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 first paragraph of this SECTION Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or or, except as provided in Section 16.3.2, 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 GuarantyExcept as expressly set forth herein, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No 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)or any Guarantor, 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 Section 16.1. An original counterpart of each assignment and assumption of this Agreement, duly executed by ▇▇▇▇▇▇ and such assignee, shall be delivered to Landlord substantially contemporaneously with execution, and (a) the assignee shall assume in writing and agree to keep and perform all of the terms of this Agreement on the part of Tenant to be kept and performed from and after such assignment and (b) the assignor shall automatically be released from any covenants, agreements and obligations of Tenant hereunder if and to the extent that they were assumed by such assignee. If, in connection with any assignment of Tenant’s interest in this Agreement, ▇▇▇▇▇▇ delivers a replacement Guaranty to Landlord from a Qualifying Guarantor, as contemplated by the Guaranty, then the then-existing Guarantor automatically shall be released from any obligations under its Guaranty that are obligations of such new Qualifying Guarantor pursuant to such replacement Guaranty or otherwise first arise or accrue after the date of such replacement Guaranty (it being understood that in no circumstance will the then-existing Guarantor be deemed liable for any obligations that first arise or accrue under this Agreement from and after the date of such replacement Guaranty). 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 Article 16 shall be voidable at Landlord’s option.

Subletting and Assignment. Except as Provided that Tenant shall remain liable under all of the terms and conditions of this Lease for the full remainder of the Term, and provided in SECTION 16.3further that any assignee or sublessee shall consent to use the Leased Premises for retail purposes only and said assignee's or sublessee's use does not increase the risk of Hazardous Materials being used, generated, manufactured, stored, treated, released or disposed of on, under or about the Leased Premises or transported to or from the Leased Premises, Tenant shall not, without Landlord’s prior written consent (which consent may be given have the absolute right to assign or withheld in Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of sublet the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumberedPremises, in whole or in part, whether voluntarilywithout the consent of Landlord. So long as Tenant is not publicly traded, involuntarily a change of ownership of 51% or by operation more of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, to shall be offered or advertised for assignment or subletting. For purposes of this SECTION 16.1, deemed an assignment of this Agreement Lease for purposes of this paragraph. Transfers in connection with a public offering shall not be deemed an assignment of Lease. If the stock of Tenant becomes publicly held, there shall be deemed no restriction on subletting and assignment, except for a use not approved by Landlord, whose approval will not be denied or delayed unreasonably, but in no event shall Tenant be released of any obligation hereunder. Tenant shall have the right to includeassign this Lease, without limitation, or to sublet the Leased Premises to any direct or indirect Change in Control of Tenant's affiliates, subsidiaries or parent corporation(s). If this Agreement is assigned A change of ownership of 51% or if the Leased Property, or any portion thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver more of the provisions set forth stock of Tenant shall not be considered an assignment if it occurs in connection with a bona fide merger or acquisition or change in the first paragraph state 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 incorporation 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 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 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. Except as provided in SECTION 16.3Section 16.3 and Article 19, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to and the applicable provisions of this AgreementManager, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, include any direct or indirect Change transfer of any interest in Control 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 foregoing shall not be construed to prohibit collateral assignments or pledges of the capital stock of Tenant to Lending Institutions otherwise permitted by this Agreement. 76 -67- If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Tenant, the Manager and their respective employees), after termination of this Agreement, employees or hotel guests) 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 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 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 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. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent consent, (which consent may be given or withheld by Landlord in Landlord’s its sole and absolute discretion), ) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementManager, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, include the following: without limitationLandlord’s consent, any direct or indirect Change transfer of any interest in Control 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 Agreement but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, hereunder) 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 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. . (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 any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 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 Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. Except as provided in SECTION 16.3, A. Tenant shall notnot assign its interests hereunder, without Landlord’s prior written consent sublease all or any portion of the Premises (which consent may be given or withheld in Landlord’s sole and absolute discretion)for purposes of this Lease, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term a license shall be deemed to include the granting of concessions, licenses, sublicenses and the likebe a sublease), or list the Premises or any part thereof as available for assignment or sublease with any broker or agent or otherwise advertise, post, communicate or solicit prospective assignees or subtenants through any direct or indirect means, transfer any rights in more than fifty percent (50%) of the Leased Propertyownership of Tenant, or allow any other person to use or occupy any portion thereofof the Premises (each event may be hereinafter referred to as a “Transfer”), without the prior written consent of Landlord, which shall not be unreasonably withheld or suffer delayed beyond fifteen (15) days after receipt of Tenant’s request, except that Landlord shall not, under any circumstances, be obligated to consent to any assignment or permit this Agreement or the leasehold estate created hereby or subletting by Tenant (i) to any other rights arising under this Agreement to be assignedtenant of the Building, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or (ii) by operation of law, or permit the use or operation (iii) to any person who fails to meet any of the Leased Propertyother reasonable criteria of Landlord that Tenant was required to meet prior to the execution of this Lease. Tenant shall not assign its interests hereunder, sublease all or any portion thereof, by anyone other than Tenant of the Premises to any entity which acquires all or any Manager approved by Landlord pursuant to the applicable provisions part of this AgreementTenant, or the Leased Propertywhich is acquired in whole or in part by Tenant, or any portion thereofwhich is controlled directly or indirectly by Tenant, to be offered or advertised for assignment which entity controls, directly or subletting. For purposes of this SECTION 16.1indirectly, an assignment of this Agreement shall be deemed to includeTenant (“Affiliate”), or which owns or is owned by the Affiliate, without limitationthe prior written consent of Landlord, any direct which shall not be unreasonably withheld or indirect Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof is sublet delayed beyond fifteen (or occupied by anybody other than Tenant or any Manager and their respective employees), 15) days after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 receipt of Tenant’s interest request, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of the Lease and as long as said Affiliate has equal or greater net worth as Tenant. B. In the event that Tenant desires to assign or sublet the Premises, Tenant shall provide Landlord with financial statements for the proposed transferee, a fully executed copy of the proposed assignment, sublease (to include a recognition agreement acceptable to Landlord) or other Transfer documentation and such other information as Landlord may reasonably request. Within fifteen (15) days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form designated by Landlord; (b) refuse to consent to the Transfer in writing; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer (Landlord shall only have the right to recapture the portion of the Premises that Tenant is proposing to Transfer if (i) Tenant is in default or (ii) if Tenant is in the final year of its Term). If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any requested Transfer. C. If Landlord approves an assignment or sublease as herein provided, Tenant shall pay to Landlord, as Additional Rent due under this Agreement Lease, as applicable (i) in the case of a sublease, an amount equal to 50% of the Profit, as defined below. Such profit amounts shall be subject to such assignee’s or transferee’s delivery due and payable by Tenant to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to 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 within ten (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 10) days of Tenant’s interest under this Agreement receipt of payment from the subtenant or assignee. Profit amounts in contravention the case of this SECTION 16.1 a sublease shall be voidable at Landlord’s optioncalculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and there shall be no cumulative adjustment for the term.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Section 25.1.2, Section 25.1.11, Section 25.1.12 and Section 25.4 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement Lease shall be deemed to include any change in control of any Tenant (other than in a Kindred Change of Control Transaction), 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 Seniormost Parent Control Person, (b) a change in the composition of the board of directors (or, for any Entity that is not a corporation, any comparable governing body) of any Tenant, any Guarantor, any Section 25.1.12(f) Guarantor or any Fund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary 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), (c) the sale or other disposition by (i) any Fund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary of its direct or indirect controlling interest in such Section 25.1.12(f) Guarantor if such sale or other disposition results in a change of the Seniormost Parent Control Person, (ii) any Section 25.1.12(f) Guarantor of its direct or indirect controlling interest in Tenant if such sale or other disposition results in a change of the Seniormost Parent Control Person, or (iii) Tenant of all or any part of its interest in any Guarantor if such sale or other disposition results in a change of the Seniormost Parent Control Person that directly or indirectly controls such Guarantor, (d) the sale or other disposition of all or substantially all of the assets of the Seniormost Parent Control Person, any Section 25.1.12(f) Guarantor, any Guarantor or any Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (e) a merger or consolidation involving any Guarantor, any Tenant, any Section 25.1.12(f) Guarantor or any Fund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary which results in the stockholders of the Seniormost Parent Control Person immediately prior to such event owning less (directly or indirectly) 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 (and, for the avoidance of doubt, all of the subsections of this Section 25.1), a Kindred Change of Control Transaction shall not constitute an assignment or subletting of this Lease, and, subject to the provisions set forth in Section 25.1.12, Lessor’s consent shall not be required for the consummation of a Kindred Change of Control Transaction. 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 Section 25.3 below and any other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor’s obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at LandlordLessor’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 80%, not 50%) of the excess of:

Subletting and Assignment. Except as provided in SECTION 16.3Section 16.3 below, ------------------------- ------------ Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to and the applicable provisions of this AgreementManager, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, include ------------ any direct or indirect Change transfer of any interest in Control 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 assignment of this Agreement by Tenant provided that (i) Tenant shall simultaneously assign its interest under all of the Other Leases to the same assignee on the same terms and conditions, (ii) the Manager shall have granted its consent to such transfer and the Management Agreement and all of the other Management Agreements (as defined therein) under the Other Leases shall remain in full force and effect, (iii) such assignee shall, in Landlord's reasonable determination, have sufficient financial resources and liquidity to fulfill Tenant's obligations under this Agreement and the Other Leases, and (iv) 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 this Agreement as provided in this paragraph, Tenant shall give Landlord Notice thereof (the "Request Notice"), which Request Notice shall -------------- identify the proposed assignee and the terms and conditions of the assignment and shall include appropriate information relating to such assignee demonstrating compliance with the provisions of this paragraph. Landlord shall, 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 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 assignee. If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Tenant, the Manager and their respective employees), after termination of this Agreement, ) 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 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 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 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 Section 16.1. No ------------ assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's ------------ option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3hereinafter set forth, Tenant shall notnot assign, without Landlordmortgage, pledge or encumber this Lease nor sublet all or any part of the Premises, nor permit or allow the use of all or any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining ▇▇▇▇▇▇▇▇’s prior written consent (thereto, which consent may be given granted, conditionally granted or withheld in Landlord’s sole and absolute reasonable discretion). As used herein, the term “assign, mortgage, pledge, hypothecate, encumber ” or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 “assignment” shall be deemed to include, without limitation, : (i) 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 their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 in this Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or a series of transactions) and whether by sale of its capital stock or otherwise. (i) Notwithstanding anything to the contrary in Section 8.1(a), Landlord will not unreasonably withhold or delay its consent to any sublease of all or any part of the Premises, and Landlord will consent to any sublease of all of the Premises to a Permitted Transferee, so long as, in either event, (A) the sublease will not violate the terms of any agreement, instrument, law, rule, regulation or requirement which is binding upon Landlord and/or the Landlord’s Property; (B) the subtenant’s proposed use is permitted under the terms of this Agreement Lease; (C) the subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (D) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such sublease, including, without limitation, reasonable attorneys’ fees; (E) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed sublease or the proposed use by the subtenant; (F) there are no subtenants in occupancy of the Premises or portions thereof; and (G) the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which Landlord will not unreasonably withhold or delay. (i) Notwithstanding anything to the contrary in Section 8.1(a), Landlord will consent to an assignment of this Lease to a Permitted Transferee, so long as: (1) the Permitted Transferee assumes this Lease pursuant to a document satisfactory to Landlord; (2) the assignee is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (3) Tenant pays to Landlord all of Landlord’s reasonable expenses arising out of such assignment, including, without limitation, reasonable attorneys’ fees; (4) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or the proposed use by the assignee; (5) the successor to ▇▇▇▇▇▇ has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (i) the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, or (ii) the tangible net worth of Tenant herein named on the date of this Lease; and (6) each of Landlord’s mortgagees has consented to such assignment if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents. (c) In the event of any permitted assignment of this Lease or sublease of all or any part of the Premises by ▇▇▇▇▇▇, Tenant shall be subject jointly and severally liable with the new tenant for the payment of any and all Base Rent and Additional Rent which may become due by the terms of this Lease and for the performance of all covenants, agreements and conditions on the part of Tenant to such assignee’s or transferee’s delivery be performed hereunder. Tenant shall also pay to Landlord 50% of any rent received as a Guarantyresult of the assignment or sublease which exceeds the Base Rent and Additional Rent payable hereunder on a per square foot basis, which Guaranty after taking into account the costs of the assignment or sublease amortized on a straight-line basis over the remaining Lease Term. No such assignment or sublease shall be valid or effective unless and until (i) the new tenant and Tenant execute and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, pursuant to which inter alia, such new tenant (A) assumes all of the obligations of Tenant under this Lease, (B) if a sublease, agrees to execute and deliver such estoppel certificates and subordination agreements in the same forms as Landlord may require of Tenant under this Lease, (C) if a sublease, acknowledges that Landlord has no obligations to new tenant under this Lease, the sublease or otherwise and (D) agrees to maintain the same insurance coverages as the insurance coverages which Tenant is required to maintain under this Lease and to provide evidence thereof to Landlord in its sole discretion accordance with the terms of this Lease; and which Guaranty shall constitute a Guaranty hereunder(ii) the new tenant delivers to Landlord evidence of the insurance coverages required to be maintained by such new tenant under the agreement referenced in clause (i) above. No subletting modification of the terms of this Lease or assignment shall in any way impair the continuing primary liability course of Tenant hereunder (unless dealing between Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting assignee 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 sublessee of Tenant’s interest herein shall operate to release or impair Tenant’s obligations hereunder. (d) Notwithstanding anything to the contrary contained in this Article VIII or other provisions of this Lease, in the event that Tenant seeks Landlord’s consent to an assignment of this Lease, other than to a Permitted Transferee, or a sublease of 50% or more of the Premises, other than to a Permitted Transferee, Landlord, at its option, may terminate this Lease (or if the request is for a sublease of less than all of the Premises, at ▇▇▇▇▇▇▇▇’s option, Landlord may terminate this Lease as to the portion requested to be sublet and Landlord and Tenant shall execute an amendment to this Lease to modify the Premises and to adjust Base Rent and ▇▇▇▇▇▇’s Share based upon the approximate remaining leasable square footage to the Leasable Square Footage of the Building). In such an event, Landlord may enter into a new lease with the proposed assignee or sublessee or any other party on any terms and provisions acceptable to Landlord in Landlord’s sole discretion for the Premises or the portion of the Premises released from this Lease. Notwithstanding the above provisions of this Section 8.1(d) to the contrary, if Landlord exercises its option to terminate this Lease in whole or in part under this Agreement Section 8.1(d), Tenant may, by written notice given to Landlord within 3 Business Days after Landlord exercises such option, withdraw Tenant’s request for Landlord’s consent to the subject assignment or sublease, in contravention which event this Lease shall not terminate. (e) Any sublease of all or any portion of the Premises and any assignment of this SECTION 16.1 Lease shall be voidable made, if at Landlord’s option.all, only through The Bulfinch Companies, Inc., as broker. Tenant shall pay a market rate commission to The Bulfinch Companies, Inc. for any such sublease or assignment. Tenant shall not offer or solicit offers for all or any portion of the Premises for sublease or for assignment of this Lease other than through The Bulfinch Companies, Inc.

Subletting and Assignment. Except as provided in SECTION Section 16.3, Tenant shall not, without Landlord’s prior written consent (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 or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or Tenant, any Manager approved by Landlord pursuant to the applicable provisions of this AgreementAgreement 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 Section 16.1, an assignment of this Agreement shall be deemed to include, without limitation, any direct or indirect Change in Control of either or both of the Entities comprising Tenant. If this Agreement is assigned or if the Leased Property, or any portion portion, thereof is sublet (or occupied by anybody other than Tenant or any Manager and Manager, their respective employeesemployees or residents or patients of Tenant), after termination of this Agreement, 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 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 Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a Guaranty pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of 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 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 Section 16.1 shall be voidable at Landlord’s option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Sections 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld in Landlord’s sole and absolute discretion)consent, assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement Lease or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or any other rights arising under this Agreement 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 operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes . (b) Notwithstanding any provision in this Lease to the contrary, Landlord’s consent shall not be required for (i) any sale, transfer, assignment or other conveyance by Tenant to a Subsidiary of this SECTION 16.1Tenant or to another Entity in which Crow Parties own a Controlling Interest or (ii) any sale, an transfer, assignment or other conveyance of this Agreement shall be deemed to include, without limitation, any direct or indirect Change equity interest in Control of Tenant so long as Crow Parties continue to own a Controlling Interest in the Tenant. Tenant shall deliver notice of any such proposed transfer to Landlord at least thirty (30) days prior to any 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 Lease is assigned or if the Leased Property, Property or any portion part thereof is are sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination Tenant) in violation of this AgreementLease, 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 then due and payable by Tenant, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this SECTION 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 GuarantyLease. (d) Except as set forth in Section 16.1(b), which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No 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 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. Except as provided in SECTION 16.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld in Landlord’s 's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, or any portion thereof, or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, 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 Control of Tenant. If this Agreement is assigned or if the Leased Property, or any portion thereof (other than any rights pursuant to which any third parties hold Existing Third Party Trade Names and Service ▇▇▇▇ Rights), is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, 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 '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 's or transferee’s 's delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to 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 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. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. (a) Except as provided in SECTION 16.3Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s 's prior written consent consent, (which consent may be given or withheld by Landlord in Landlord’s its sole and absolute discretion), ) assign, mortgage, pledge, hypothecate, encumber or otherwise transfer this Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses licenses and the like), all or any part of the Leased Property, or any portion thereof, Property or suffer or permit this Agreement or the leasehold estate created hereby or any other rights arising under this Agreement to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property, or any portion thereof, Property by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this AgreementTenant, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or subletting. For purposes of this SECTION Section 16.1, an assignment of this Agreement shall be deemed to include, include the following: without limitationLandlord's consent, any direct or indirect Change transfer of any interest in Control 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 Agreement but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. (b) If this Agreement is assigned or if the Leased Property, Property or any portion part thereof is sublet (or occupied by anybody other than Tenant or any Manager and their respective employees), after termination of this Agreement, hereunder) 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 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. . (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 any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 16. 1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s 's interest under this Agreement in contravention of this SECTION Section 16.1 shall be voidable at Landlord’s 's option.

Subletting and Assignment. Except Section 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Sections 25.4 and 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 in SECTION 16.3herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in Landlord’s sole and absolute discretion), assign, its entirety or mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in this Agreement Lease in whole or in part or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), of the Leased Property, all or any portion thereof, part of any Leased Property or suffer or permit this Agreement Lease or the leasehold estate created hereby or thereby or any other rights arising under this Agreement Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the any Leased Property, or any portion thereof, by anyone other than Tenant or any Manager approved by Landlord pursuant to the applicable provisions of this Agreement, or the Leased Property, or any portion thereof, Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this SECTION 16.1Section 25.1, an assignment of this Agreement 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 direct Tenant or indirect Change 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 Control 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 Section 25.3 below and any other express conditions or limitations set forth herein, so long as no Event of Default has occurred and is continuing hereunder, Tenant may, without the consent of Lessor, (i) assign this Lease in its entirety or sublet all or any part of any Leased Property to any Affiliate of Tenant, or (ii) sublet up to an aggregate of 20% of the rentable square footage of any Facility (x) in the normal course of the Primary Intended 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 (a) in the case of a subletting, (1) the subtenant shall comply with the provisions of Section 25.2, 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, shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Tenant to be kept and performed and shall be, and become, jointly and severally liable with Tenant for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Tenant and such subtenant or assignee, as the case may be, in the form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, 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 Tenant hereunder. Lessor's obligation to consent to a subletting or assignment is subject to any reasonable approval rights of any Facility Mortgagee and/or the lenders under the Lessor Credit Agreement. Section 25.1.3 If this Agreement Lease is assigned or if the any Leased Property, Property or any portion part thereof is sublet (or occupied by anybody any entity other than Tenant or any Manager and their respective its employees), Lessor, after termination an Event of this AgreementDefault occurs and so long as it is continuing, 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 16.1Section 25.1.1, the acceptance by Landlord Lessor of such assignee, subtenant or occupant, as the case may be, as a tenant, 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 Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. Lease. Section 25.1.4 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 any particular instance shall be deemed to be a waiver of the prohibition set forth in this SECTION 16.1Section 25.1. No assignment, subletting or occupancy shall affect any Permitted the Primary Intended Use. Any subletting, assignment or other transfer of Tenant’s 's interest under in this Agreement Lease in contravention of this SECTION 16.1 Section 25.1 shall be voidable void at Landlord’s 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. (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 are in effect on December 14, 2000 and only for the remaining term thereof, it being agreed that, if any such sublease is extended (other than pursuant to the terms of sublease extension rights in existence as of December 14, 2000), or after December 14, 2000 is materially amended, for the extension term, or after any such material amendment, the applicable percentage in this subsection (ii) shall be 80%, not 50%) of the excess of: