109 [Article XXX] QUIET ENJOYMENT

Effect of Conveyance. As used in this Sublease, the term “Sublessor” means the holder of the tenant's interest under the Master Lease. In the event of any transfer of said tenant’s interest, from and after the effective date thereof, provided that the assignee has expressly assumed in writing all obligations and liabilities of Sublessor hereunder accruing from and after the date of the assignment (including without limitation as to the return of the Security Deposit), Sublessor shall be relieved of all covenants and obligations of Sublessor hereunder following the date of such transfer.

CONVEYANCE OR TRANSFER. Without the Sublessor’s written consent, Guarantor shall not convey, sell, lease or transfer any of its properties or assets to any person or entity to the extent that such conveyance, sale, lease or transfer could have a material adverse effect on Guarantor’s ability to fulfill any of the Guaranteed Obligations.

Solvency; Fraudulent Conveyance. Company is and, upon the incurrence of any Credit Extension by Company on any date on which this representation and warranty is made, will be, Solvent. Company is not transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. Company shall not use the proceeds from the transactions contemplated by this Agreement to give preference to any class of creditors. Company has given fair consideration and reasonably equivalent value in exchange for the sale of the Receivables by Holdingseach Seller under the Asset Purchase Agreement.

Transfer or Conveyance. Neither Borrower nor Guarantor shall, voluntarily or by operation of law, sell, convey, transfer or encumber, or permit to be sold, conveyed, transferred or encumbered, any interest in or any part of the Property without the written consent of Lender having been first obtained, which consent will not be unreasonably withheld, conditioned or delayed. Any prohibited transaction under this paragraph shall be null and void as to Lender.

Transfer or Conveyance. Each Borrower shall not be permitted to, voluntarily or by operation of law, sell, convey, transfer or permit to be sold, conveyed or transferred, any interest in or any part of any Property, nor shall a voluntary sale, pledge or other transfer of any direct interest in Borrower without the prior written consent of Bank having been first obtained; provided, however, in the event a joint venture structure is used, the Borrower shall be permitted to redeem such joint venture partner pursuant to the terms of the Borrower’s governing documents without Bank’s prior written consent, so long as GIP or the Entity Guarantor maintain control of such Borrower entity after such redemption. Bank acknowledges that GIP and Entity Guarantor have independent investors which GIP and Entity Guarantor, as applicable, do not control, and, accordingly, the parties agree that any transfer restrictions in the Loan Documents shall not in any way prohibit or restrict transfers by such interest holders of Entity Guarantor or GIP, so long as any such transfers shall not cause for a change in control of a Borrower or the Entity Guarantor.

Effect of Conveyance. As used in this Sublease, the term "Sublandlord" means the holder of the Tenant's interest under the Master Lease. In the event of any assignment or transfer of the Tenant's interest under the Master Lease, which assignment or transfer may occur at any time during the Term, as between Sublandlord and Subtenant, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord thereafter to be performed, and any transferee shall have been deemed to have assumed all covenants and obligations thereafter to be performed by Sublandlord hereunder, without any further action by Sublandlord, Subtenant or such transferee. Sublandlord may transfer and deliver any security of Subtenant to the transferee of the Tenant's interest under the Master Lease, and thereupon Sublandlord shall be discharged from any further liability with respect thereto.

New Royalty Conveyance. Contemporaneously with the execution and delivery of this Amendment, the Company shall execute and deliver to Royal (or its Affiliate designated by written notice to CORE) the New Royalty Deed; provided that the New Royalty Deed shall only extend to Properties made subject to the Agreement from and after October 31, 2018, if Royal has earned at least a 40% Membership Interest as of October 31, 2018.

Sale and Conveyance. Seller sells, transfers, and conveys to Buyer all of Seller’s right, title, and interest in and to all the tangible personal property which comprises a portion of the Assets (collectively, “Tangible Personal Property”). Without limiting the foregoing definition of “Tangible Personal Property” or the definition of “Assets” in the Agreement, the Tangible Personal Property includes the property listed on [Schedule 1] attached to this Bill of Sale. The Tangible Personal Property does not include the items listed on [Schedule 2] attached to this Bill of Sale.

Conveyance of the Property. At Closing, Seller shall convey to Purchaser # fee simple title to the Real Property and # title to the Personal Property, free and clear of all liens and encumbrances other than Permitted Exceptions.