Common use of Assignment and Subletting Clause in Contracts

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 (a) Tenant shall notnot (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed and will not be withheld (except that Landlord shall in no event be obligated to consent to an encumbrance if the assignee, subtenant or transferee is reputable, has equal or better credit than Tenant and any guarantor of this Lease or any transfer by at the time of the subject transaction, and has substantial experience in the operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employeesPermitted Use. Any assignment or subletting without such transferconsent (whether actual or deemed) shall be void, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or waiver by Landlord, nor as a release of Tenant, but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any existing sublease other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or mayuse by another person. Notwithstanding anything to the contrary in this Paragraph 13, at Tenant may assign or sublet the option Premises without the prior written consent of Landlord, operate as to an assignment to Landlord entity which currently owns more than fifty percent (50%) of Tenant’s interest in any the voting stock of Tenant or which Tenant owns greater than fifty percent (50%) of all classes of stock (or all such subleasesclasses of partnership or membership interest).

Assignment and Subletting. 18.1 Tenant Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of each instance. If this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderis assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof are sublet or occupied by any person anybody other than Tenant, or if this Lease or the Premises or Tenant’s personal property are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment the provisions of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee Article 13 shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesbe void.

Assignment and Subletting. 18.1 Tenant shall not, without (a) Without the prior written consent of LandlordLessor, which consent shall Lessee may not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of assign this Lease Agreement or any transfer by operation of law): (a) assign, convey, mortgage Lessee's rights under this Agreement in whole or otherwise transfer this Lease or any interest hereunderin part, or sublease or grant concessions or licenses or other rights for the Premises, occupancy or use of all or any portion of any Site; provided, that, subject to any required consent of any Ground Lessor but without the consent of Lessor, (i) Lessee may lease, sublease, license or otherwise make available Available Space to Tower Subtenant for the purpose of the installation, operation and maintenance of Communications Equipment as contemplated by, and subject to the applicable terms and provisions of, this Agreement (and in such event Lessee will not be released from, and will remain fully and completely liable for, payment and performance of all of its duties, obligations and liabilities under this Agreement); (ii) Lessee may (A) assign this Agreement in whole or in part thereof, whether voluntarily or by operation of law; to any Qualifying Lessee Transferee or (bB) permit assign all or any portion of its rights with respect to a Site to an Affiliate of Lessee or (C) enter into the use Severed Leases as contemplated by Section 41; provided that in the case of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use transactions described in clauses (A) and (B) immediately above the preceding sentence (a “Transfer”) occurring without assignee of Lessee must assume and agree to perform all of Lessee's obligations hereunder to the prior written consent extent of Landlord shall, at Landlord’s option, be void and such assignment. In the case of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any an assignment of this Lease that the assignee execute Agreement in connection with any transaction described in clause (B) above (other than an instrument assignment to a GSI Financing Subsidiary in which case pursuant to Section 41(d), from and after execution of a Severance Lease, Lessee shall be released from all obligations with respect to the Sites that are leased or pre-leased under such assignee assumes Severance Lease), Lessee will not be released from, and will remain fully and completely liable for payment and performance of, all its duties, obligations and liabilities under this Agreement. Upon any assignment permitted above to a Qualifying Lessee Transferee, the remaining obligations of Tenant hereunder; provided Lessee under this Agreement with respect to the Sites that are the acceptance subject of any the assignment will cease and terminate to the extent of such assignment, and Lessor and Sprint Collocator will look only and solely to the Person that is the Qualifying Lessee Transferee of Lessee's interest under this Lease by the applicable assignee shall automatically constitute the assumption by Agreement as to such assignee Sites for performance of all of Lessee's duties and obligations under this Agreement with respect to such Sites from and after the remaining obligations date of Tenant that accrue following such the assignment. The voluntary or other surrender Notwithstanding the foregoing, Lessee may enter into Mortgages in favor of any Lessee Lender, in which case the Lessee Lender with respect thereto will have the right to exercise remedies under any such Mortgage in a manner consistent with the provisions of this Lease by Tenant or a mutual cancellation hereof shall not work a merger Agreement and shallany other agreement between Lessee, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest Lessor and Sprint Collocator made in any or all such subleasesconnection with this transaction.

Assignment and Subletting. 18.1 Tenant (a) Lessee shall not, without the prior written consent of LandlordLessor (i) assign or in any manner transfer Lessee's interest in this Lease or any estate or interest therein, which consent shall not be unreasonably withheld or (except that Landlord shall in no event be obligated to consent to an encumbrance ii) permit any assignment or transfer of this Lease or any transfer estate or interest therein by operation of law): (a) assign, convey, mortgage merger or otherwise transfer this Lease or any interest hereunderconsolidation, or sublease (iii) sublet the Premises, Premises or any part thereof, whether voluntarily or (iv) grant any license, concession, or other right of occupancy of any portion of the Premises. Consent by Lessor to one or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to any subsequent assignments and sublettings. Notwithstanding any approved assignment or subletting, Lessee shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Lessee's other obligations under this Lease and in the event of any assignment, by operation of law; , merger, consolidation or (b) permit the use otherwise, any assignee shall assume and agree to perform all obligations of Lessee hereunder while an event of default, as hereinafter defined, should occur the Premises or any part thereof are then assigned or sublet, Lessor, in addition to any other remedies herein provided or provided by any person other than Tenant and law, may at its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, collect directly from such assignee or sublessee all rents becoming due to Lessee under such assignment or sublease, and apply such rent against any sums due to Lessor by Lessee hereunder, and Lessee hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Lessor upon receipt of notice from Lessor. No direct collection by Lessor from any such assignee or sublessee shall be void and construed to constitute a novation or a release of no effectLessee from the further performance of its obligations hereunder. Landlord’s consent to Receipt by Lessor of rent from any Transfer assignee, sublessee, or occupant of the Premises shall not constitute be deemed a waiver of Landlord’s right to withhold the covenant contained in this Lease against assignment and subletting or a release of Lessee under this Lease. Lessee shall not mortgage, pledge, or otherwise encumber its consent to any future Transferinterest in this Lease or in the Premises. Landlord may require as a condition to its consent to any Any attempted assignment or sublease by Lessee in violation of the terms and covenants of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of paragraph shall be void. Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Initials ___________ Landlord of Tenant’s interest in any or all such subleases.Initials___________

Assignment and Subletting. 18.1 The Tenant shall not, without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Lease or any interest hereunder, or sublease under it; (b) allow any transfer thereof by operation of law; (c) sublet the Premises, Premises or any part thereof, whether voluntarily or by operation of law; or (bd) permit the use or occupancy of the Premises or any part thereof by any person anyone other than Tenant and its employeesthe Tenant. Any such If the assignment, transfer, or subletting is approved and rents under the sublease are greater than the rents provided for herein, then landlord shall have the further option either (a) to convert the sublease into a prime lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or use described (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If this Lease is assigned or if the preceding sentence (a “Transfer”) occurring without Premises or any part thereof are sublet or occupied by anybody other than the prior written consent of Tenant, Landlord shallmay, at Landlord’s optionafter default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute deemed a waiver of Landlordany of the Tenant’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of covenants contained in this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that or the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations assignee, subtenant or occupant as Tenant, or a release of Tenant that accrue following such assignment. The voluntary or other surrender from further performance by tenant of this Lease by covenants on the part of Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesherein contained.

Assignment and Subletting. 18.1 Tenant 21.1 Except as hereinafter provided, TENANT shall notnot sublet (which term shall include, without limitation, the granting of concessions, licenses and the like) all or any part of the Leased Premises nor assign this Lease unless, in each instance, the prior written consent of LandlordLANDLORD thereto has been obtained, which consent shall not be unreasonably conditioned, withheld or delayed. Without in any way limiting the generality of the previous sentence, unless LANDLORD has no comparable space which is available for leasing in the Building, TENANT shall not assign or sublet any part of the Leased Premises to (except that Landlord i) any other tenant in the Building, (ii) any party with whom LANDLORD is actively negotiating for space in the Building, or (iii) any party at rent lower than what LANDLORD is charging for comparable space in the Building; nor shall in no event be obligated TENANT advertise the rent requested. TENANT may, subject to consent to an encumbrance the terms, provisions, conditions and covenants of this Lease but without LANDLORD's consent, sublet all of the Leased Premises or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer assign this Lease to any entity controlling, controlled by or any interest hereunder, or sublease under common control with TENANT. Neither this Lease nor the Leased Premises, or any part thereof, whether voluntarily shall be mortgaged by TENANT, nor shall TENANT mortgage, assign, pledge or by operation otherwise transfer the interest of law; TENANT in and to any sublease or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employeesrentals payable thereunder. Any such transfermortgage and any such sublease, sublease assignment, pledge or use described transfer made in the preceding sentence (a “Transfer”) occurring without the prior written consent violation of Landlord shall, at Landlord’s option, this Section 21.1 shall be void and of no effectat LANDLORD's election shall terminate this Lease. Landlord’s Notwithstanding anything to the contrary provided in this Lease, LANDLORD's prior consent to any Transfer shall not constitute a waiver be required in connection with an assignment of Landlord’s right to withhold its consent to any future Transfer. Landlord may require TENANT's interest in this Lease as a condition to its consent to any assignment result of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations a merger or consolidation of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee TENANT, or a sale of all or substantially all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesTENANT's assets.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, conveytransfer or hypothecate the leasehold estate under this Lease, mortgage or otherwise transfer this Lease or any interest hereundertherein, or sublease and shall not sublet the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by right or privilege appurtenant thereto, or suffer any other person other than Tenant and its employees. Any such transfer, sublease or entity to occupy or use described the Premises, or any portion thereof, without, in the preceding sentence (a “Transfer”) occurring without each case, the prior written consent of Landlord shallwhich consent will not be unreasonably withheld. Tenant agrees to pay to Landlord, at as additional rent, 50% of amounts received by Tenant from its assignees, transferees or subtenants in excess of: (i) the Basic and Additional Rents payable by Tenant to Landlord hereunder and (ii) reasonable costs incurred by Tenant from the sublease including brokers fees, legal fees, and rent inducements. Tenant shall provide Landlord sixty (60) days written notice, advising Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the term hereof. If Landlord provides its consent and Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, Tenant shall provide Landlord thirty (30) days written notice of its intended assignee, transferee or subleasee for Landlord’s optionconsent, which shall not be unreasonably withheld. Any assignee, transferee or subtenant shall not assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender breach of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of LandlordLandlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord may require Tenant to pay all expenses in connection with the assignment, and Landlord may require Tenant’s assignee or any existing transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease. Nothwithstanding anything to the contrary in this Lease, Landlord may elect to terminate this Lease in the case of a sublease or of more than 50% of the Leased Premises. Tenant may void Landlord’s election to terminate by withdrawing the requested consent within two (2) business days of Landlord’s election to terminate. Notwithstanding anything to the contrary in this Lease, Tenant may, at without Landlord’s prior written consent, sublet the option Premises or assign the Lease to a subsidiary or affiliate of LandlordTenant (“Permitted Assignee”), operate as an assignment provided the Permitted Assignee assumes in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord of Tenant’s interest in any or all such subleasesunder the Lease.

Assignment and Subletting. 18.1 (a) Tenant shall not, without the prior written consent of Landlord, Landlord (which consent shall will not be unreasonably withheld provided no Tenant default exists), (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (ai) assign, conveytransfer, convey or mortgage or otherwise transfer this Lease or any interest hereunder, ; (ii) suffer to occur or sublease the Premisespermit to exist any assignment of this Lease, or any part thereoflien or charge upon Txxxxx’s interest, whether voluntarily involuntarily or by operation of law; (iii) sublet the Premises or any part thereof, or (biv) permit the use of the Premises or any part thereof by any person parties other than Tenant and its employees. Any such transfer, sublease or use described in action on the preceding sentence (a “Transfer”) occurring without the prior written consent part of Landlord shall, at Landlord’s option, Tenant shall be void and of no effect. LandlordLxxxxxxx’s consent to any Transfer assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall be at Landlord’s sole and exclusive discretion and shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Lxxxxxxx’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transferassignment, subletting, or transfer. Landlord may require as a condition to its consent to any assignment of In no event shall this Lease that the assignee execute be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an instrument in which such assignee assumes the remaining obligations asset of Tenant hereunder; under any bankruptcy, insolvency or reorganization proceedings, except as provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleaseslaw.

Assignment and Subletting. 18.1 A. Tenant shall notnot voluntarily or by operation of law assign or encumber its interest in this Sublease or in the Demised Premises, or sublease all or any part of the Demised Premises, or allow any other person or entity to occupy or use any part of the Demised Premises, without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assignwithheld. Any assignment, convey, mortgage or otherwise transfer this Lease or any interest hereunderencumbrance, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written Landlord’s consent of Landlord shallshall be voidable and, at Landlord’s optionelection, be void shall constitute a default after the expiration of applicable notice and of no effectcure periods. Landlord’s consent to any Transfer It shall not constitute a waiver of Landlord’s right be unreasonable for Landlord to withhold its consent to any future Transferproposed assignment or subletting if the proposed transferee does not meet certain criteria, including, but not limited to, the transferee’s financial condition, the nature, quality, and character of the transferee, the identity or business character of the transferee, the nature of the use and occupancy and the transferee’s business experience. Landlord may require Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent and without constituting an assignment or sublease hereunder, sublet the Premises or assign this Sublease to (a) an entity controlling, controlled by or under common control with Tenant, (b) an entity related to Tenant by merger, consolidation or reorganization, or (c) a L /s/ BM_ 7 T /s/ SDG purchaser of a substantial portion of Tenant’s assets (a “Permitted Transferee”); provided, however, no such assignment or sublease shall relieve Tenant of any liability or obligations hereunder and, as a condition to its consent to any such assignment of this Lease that or sublease, (a) any assignee shall assume the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided hereunder in writing and (b) any subtenant shall acknowledge in writing that the acceptance rights of any assignment such subtenant are subject and subordinate to the terms and conditions of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignmentLease. The voluntary A sale or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord transfer of Tenant’s interest in capital stock shall not be deemed an assignment, subletting or any other transfer of this Sublease or all such subleasesthe Premises.

Assignment and Subletting. 18.1 Tenant Lessee shall nothave the right to assign this Lease (and its leasehold interest hereunder) or sublet all or any portion of the Premises without Lessor’s consent (i) to any entity wholly owned or controlled by Lessee, (ii) to a subsidiary, affiliate or parent of Lessee, (iii) to a successor entity by merger or consolidation and (iv) to any entity that acquires all or substantially all of, or a controlling interest in, Lessee, provided that the net worth of the assignee is greater than or equal to the net worth of Lessee as of the day hereof. Leases, subleases, rental agreements and occupancy agreements made by Lessee involving storage units shall not require Lessor’s consent. The use of the Premises by such assignee or sublessee will be in accordance with the provisions of Section 2 hereof. Notwithstanding any assignment or sublease, Lessee will remain liable for the performance of the obligations of Lessee pursuant to this Lease. Except as set forth above, Lessee will not by operation of law or otherwise assign, mortgage, pledge, encumber or otherwise transfer this Lease, nor the estate and Term hereby granted, nor any part hereof or thereof, nor any interest of Lessee in this Lease or in any sublease or rentals thereof, nor sublet or permit the Premises or any part thereof to be used by others, without the Lessor’s prior written consent of Landlordin each instance, which consent shall not be unreasonably withheld (except that Landlord withheld, conditioned or delayed. The consent by Lessor to any assignment or subletting shall not in no event any manner be obligated construed to relieve Lessee from obtaining Lessor’s express written consent to any other or further assignment or subletting or to any amendment or modification of any existing assignment or subletting previously consented to. If any lien is filed against the Premises for brokerage services claimed to have been performed for Lessee, in connection with an encumbrance assignment of this Lease or any transfer by operation a sublease of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, whether or any part thereofnot actually performed, whether voluntarily or the same shall be discharged of record by operation of law; or Lessee within ten (b10) permit the use business days after Lessee receives notice of the Premises or any part filing thereof (unless a shorter time period is required by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent fee mortgagee of Landlord shallPremises), at LandlordLessee’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesexpense.

Assignment and Subletting. 18.1 Tenant shall notnot assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, without the prior written consent of Landlord, which . Landlord shall not unreasonably withhold its consent. A change in the control of Tenant shall constitute a transfer for purposes of this Lease. A consent to one assignment or subletting shall not be unreasonably withheld (except that Landlord shall in no event deemed to be obligated to a consent to an encumbrance of this Lease any subsequent assignment or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employeessubletting. Any such transferassignment or subletting without such consent shall be void, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate this Lease. In any event, Landlord’s consent to any assignment or subletting shall not relieve Tenant from any obligation under this Lease, unless Tenant is assigning its entire interest in the Lease. In the event of default of any assignee of Tenant in the performance of any of the terms hereof, other than an assignee who has been assigned all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in the Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee. Landlord shall have the right to assign all or any portion of its rights under this Lease to any other entity. If Landlord so assigns its rights under this Lease, such assignee shall become Landlord hereunder. This Section shall not apply to boat trailer or all such subleaseswet/dry boat storage subleases or licenses for the Premises having a term of one year or less.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not may be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease at Landlord's sole discretion, voluntarily or any transfer by operation of law): (a) involuntarily assign, conveymortgage, mortgage encumber or otherwise transfer hypothecate this Lease or any interest hereunder, herein or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of sublet the Premises or any part thereof thereof. For the purposes of this Lease, a management or similar agreement shall be considered to be an assignment of this Lease by any person other than Tenant and its employeesTenant. Any of the foregoing acts without such transferconsent shall be void but shall, sublease at the option of Landlord in its sole discretion, constitute an Event of Default giving rise to Landlord's right, among other things, to terminate this Lease. Without limiting the foregoing, this Lease shall not, nor shall any interest of Tenant herein, be assigned or use described in the preceding sentence (a “Transfer”) occurring encumbered by operation of law without the prior written consent of Landlord shall, which may be withheld at Landlord’s option's sole discretion. Notwithstanding the foregoing, be void and of no effect. Tenant may without Landlord’s 's consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of assign this Lease or sublet the Premises or any portion thereof to a wholly-owned subsidiary of Tenant, provided that the assignee execute an instrument in which such assignee subsidiary fully assumes the remaining obligations of Tenant hereunder; provided under this Lease, Tenant remains fully liable under this Lease, the use of the Premises remains unchanged, and no such assignment or sublease shall be valid and no such subsidiary shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet the Premises on any basis such that the acceptance of any assignment of this Lease rental to be paid by the applicable assignee shall automatically constitute sublessee thereunder would be based, in whole or in part, on either the assumption income or profits derived by such assignee of all the business activities of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shallsublessee, at the option of Landlord, terminate all or any existing other formula, such that any portion of the sublease rental received by Landlord would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the U.S. Internal Revenue Code, or may, at any similar or successor provision thereto. Nothing herein shall require Landlord's consent to lease agreements or rental agreements with residents in the option of Landlord, operate as an assignment to Landlord ordinary course of Tenant’s interest in any or all such subleases's business.

Assignment and Subletting. 18.1 Except as herein provided, Tenant shall notmay not assign this Lease in whole or in part, nor sublet all or any portion of the Premises, without the prior written consent of LandlordLandlord in each instance, which shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if not given or denied in writing within thirty (30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, required if such assignment or sublease the Premisesis from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, or any part thereof, whether voluntarily or if any. The consent by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer assignment or subletting shall not constitute a waiver of Landlord’s right to withhold its the necessity for such consent to any future Transfersubsequent assignment or subletting. Landlord No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may require as a condition mortgage or collaterally assign its interest in and to its consent this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any assignment subsidiary or affiliate of Tenant. Tenant shall remain fully liable on this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of and shall not be released from performing any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary terms, covenants and conditions hereof or any rents or other surrender sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and all right and interest of the Landlord in this Lease by Tenant Lease, may be conveyed, assigned or a mutual cancellation hereof shall not work a merger and shall, encumbered at the option sole discretion of Landlordthe Landlord at any time. In addition, terminate notwithstanding the foregoing to the contrary, Tenant shall have the right to license or sublet all or any existing sublease portion of the Premises to a physician, physician group, professional corporation or mayother entity licensed to practice medicine in the State where the Premises are located or to such other individuals or entities providing health-related services, at the option of without first obtaining Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesprior consent.

Assignment and Subletting. 18.1 Tenant A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage or encumber this Lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of each instance. If this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderbe assigned, or sublease if the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises demised premises or any part thereof be underlet or occupied by any person anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant and from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. A modification, amendment or extension of Landlord shalla sublease shall be deemed a sublease. if any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Landlord’s optionTenant's expense, be void by filing the bond required by law, or otherwise, and of no effect. Landlord’s consent paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which and all claims, losses or liability resulting from such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleaseslien for brokerage services rendered.

Assignment and Subletting. 18.1 (a) Tenant may sublet the Premises or assign or otherwise transfer its interests hereunder without obtaining Landlord’s consent; provided, that (i) at the time of any such sublease or assignment no Default exists, (ii) any such sublease or assignment shall by its terms be expressly made subject and subordinate to the terms of this Lease, (iii) with respect to any sublease of less than forty thousand (40,000) rentable square feet of the Premises, Tenant shall not, without the have given Landlord ten (10) days’ prior written consent notice of Landlord, which consent any such sublease or assignment (but the failure to do so shall not invalidate such transfer and shall not be unreasonably withheld considered a breach or Default by Tenant hereunder), and (except that Landlord iv) for any sublease or assignment entered into after the date hereof, such sublease shall in no event be obligated contain a section to consent to an encumbrance read as follows: “Sublessee by its execution of this Lease or any transfer by operation of law): Sublease hereby unconditionally acknowledges and agrees as follows: (a) assignSublessee has received a copy of the Lease Agreement dated as of , convey201 (the “Primary Lease”), between THE CITY OF SAN DIEGO, as Tenant, and 101 Ash, LLC, as Landlord, (b) this Sublease represents a sublease of Sublessor’s rights in and to the Premises and this Sublease and the rights of Sublessee hereunder are in all respects subject and subordinate to the Primary Lease.” No such assignment or sublease shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder, and all such obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment or subletting had been made. Tenant shall, within thirty (30) days after the execution of any such sublease or assignment, deliver a conformed copy thereof to Landlord and the Trustee. Tenant shall have no rights to mortgage or otherwise transfer hypothecate its leasehold interest under this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesLease.

Assignment and Subletting. 18.1 Tenant Lessee shall notnot assign this Lease, or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or cause any other person or entity (a bona fide subsidiary or affiliate of Lease excepted) to occupy or use the Premises, or any portion thereof, without the prior advance written consent of Landlord, Lessor which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employeesdelayed. Any such transferassignment or subletting without such consent shall be void, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlordthe Lessor, terminate this Lease. This Lease shall not, or shall any interest therein, be assignable, as to the interest of the Lessee, by operation of law, without the written consent of Lessor which consent shall not be unreasonably withheld or delayed. Notwithstanding Lessor's obligations to provide reasonable approval, Lessor reserves the right to withhold its consent for any proposed sublessee or assignee of Lessee if the proposed sublessee or assignee is a user or generator of Hazardous Materials. If Lessee desires to assign its rights under this Lease or to sublet for the remaining term of the Lease, all of the subject Premises to a party other than a bona fide subsidiary or any existing affiliate of Lessee, the Lessor shall have the right to recapture and take back the Premises in which event Lessee shall be relieved of its obligations hereunder to the extent of the recapture. Notwithstanding the forgoing, Lessee may assign this Lease to a successor in interest, whether by merger or acquisition, provided there is no substantial reduction in the net worth of the resulting entity and the resulting entity is not a user or generator of Hazardous Materials. Whether or not Lessor's consent to a sublease or mayassignment is required, at in the option event of Landlordany sublease or assignment, operate as Lessee shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in the event of a default by an assignment assignee or sublessee, Lessor may proceed directly against the original Lessee hereunder and/or any other predecessor of such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. If Lessor fails to Landlord exercise its right of Tenant’s interest in recapture or the sublease term is less than the remaining term of the Lease, Lessee and Lessor agree to split 50/50 any or all such subleasesbonus rent after sublease expenses.

Assignment and Subletting. 18.1 Except as herein provided, Tenant shall notmay not assign this lease in whole or in part, nor sublet all or any portion of the Premises, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld or delayed and shall be deemed granted if not given or denied in writing within thirty (except that Landlord 30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall in no event not be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, required if such assignment or sublease the Premisesis from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, or any part thereof, whether voluntarily or if any. The consent by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer assignment or subletting shall not constitute a waiver of Landlord’s right to withhold its the necessity for such consent to any future Transfersubsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord by its acceptance hereof acknowledges that Tenant may require as a condition mortgage or collaterally assign its interest in and to its consent this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any assignment subsidiary or affiliate of Tenant. Tenant shall remain fully liable on this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of and shall not be released from performing any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary terms, covenants and conditions hereof or any rents or other surrender sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and all right and interest of the Landlord in this Lease by Tenant Lease, may be conveyed, assigned or a mutual cancellation hereof shall not work a merger and shall, encumbered at the option sole discretion of Landlord, terminate all or the Landlord at any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasestime.

Assignment and Subletting. 18.1 Except as otherwise provided in the immediately following sentence, Tenant shall notnot assign, mortgage or pledge this Lease, or sublet the Premises or any part thereof, or permit any other person or occupy the Premises or any part thereof, without the prior written consent of Landlord, which such consent not to be unreasonably withheld or delayed. Such prior consent shall not be unreasonably withheld (except required of Tenant makes an assignment or sublease to a subsidiary or affiliate or other corporation or partnership which is controlled by Tenant or Tenant’s principals, provided that prior to taking possession of any part of the Premises, such assignee or sublessee shall sign an assumption agreement in form satisfactory to Landlord, whereby such assignee or sublessee agrees to be bound by the terms and conditions of this Lease. Any such assignment or subletting, even with the consent of Landlord, shall not release Tenant from liability for payment of rent or any other charges hereunder or from any of the other obligations under this Lease, and any additional consideration resulting from an assignment or subletting requiring Landlord’s prior consent in excess of the rent specified herein shall be additional rent hereunder due and payable to Landlord. The acceptance of rent from any other obligations under this Lease, and any additional consideration resulting from an assignment or subletting requiring Landlord prior consent in excess of the rent specified herein shall in no event be obligated additional rent hereunder due and payable to consent Landlord. The acceptance of rent from any other person shall not be deemed to an encumbrance be a waiver of any of the provisions of this Lease or to be a consent to an assignment or subletting. Upon any transfer by operation assignment of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease subletting of the Premises, or a change in any part thereof, whether voluntarily or by operation respect of law; or (b) permit the use of the Premises or any part thereof from the use actually employed by any person other than the original Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without shall require the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 Tenant shall agrees that it will not, by agreement, operation of law or otherwise, without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (ai) assign, conveytransfer, mortgage or encumber the Lease, in whole or in part, or (ii) sublet, license or otherwise transfer this Lease or any interest hereunder, or sublease permit others to occupy the Premises, in whole or in part (all of the foregoing in clauses (i) and (ii) being referred to as a “Transfer”). Landlord shall base its decision on consent to a Transfer upon, among other factors, the credit-worthiness, use, and reputation of the proposed transferee, assignee, sublessee, licensee or other occupant (a “Transferee”), and Landlord agrees that it will not arbitrarily withhold its consent. No Transfer shall relieve or release Tenant from any part thereofliability or obligation under this Lease (and the transferring Tenant shall continue to have primary liability under this Lease, whether voluntarily jointly and severally with the Transferee), nor shall any Transfer relieve or release any guarantor from any liability or obligation under any guaranty of this Lease. Tenant hereby acknowledges that among other reasons and factors, Landlord's disapproval of any proposed Transfer shall be deemed valid and final if based upon any or all of the following factors: (i) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term, or would result in any sublease premises or the remainder of the Premises (i.e., that not subleased) not having direct access to a Building common area corridor in manner which complies with applicable code; (ii) the net effective rent payable by operation the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of lawtime; (iii) the proposed Transferee is an existing tenant of the Building or is negotiating with Landlord; (biv) permit the proposed Transferee is a governmental entity; (v) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (vi) the use of the Premises by the Transferee (A) is not permitted by the use provisions hereof, or (B) violates any part thereof exclusive use granted by Landlord to another tenant in the Building (to the extent such exclusive is disclosed to Tenant); (vii) the Transfer would result in significant increase in the use of the parking areas or Common Areas by the Transferee's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (viii) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer; (ix) the Transferee is not in Landlord's opinion of reputable or good character or consistent with Landlord's desired tenant mix; or (x) the Transferee is a real estate developer or landlord or is acting directly or indirectly on behalf of a real estate developer or landlord. Tenant further agrees that if it intends to Transfer the entire Premises, it will first notify Landlord in writing and Landlord shall have fifteen (15) days to notify Tenant that Landlord, at its option may accept a surrender of the Premises, in which event Landlord shall release Tenant from any person other than further liability under this Lease from and after the date the Premises are surrendered. Tenant and its employeesagrees to pay Landlord a minimum fee of $500.00, plus any reasonable out-of-pocket costs incurred by Landlord, for services rendered in respect to each request for consent to a Transfer. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring Transfer without the Landlord’s prior written consent of Landlord shallshall be a Default under this Lease, and at Landlord’s sole option, be void and deemed void. Any Transfer to which Landlord consents shall not be effective until the Transferee executes an acknowledgement of no effect. Landlord’s consent to the Transfer, assignment or subletting on Landlord’s standard form, and unless Landlord’s otherwise agrees, any such Transfer shall be on Landlord’s standard form therefor. Consent to any Transfer shall not constitute be deemed a waiver of Landlord’s right to withhold its consent to any future subsequent Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that In the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance event of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all Transfer (provided Landlord has not accepted a surrender of the remaining obligations Premises), any rent that Tenant receives in excess of the Rent per Article 3 shall be split 50/50 between Landlord and Tenant. For the purposes of the foregoing, any transfer, direct or indirect (e.g., through transfer of ownership interests in the ownership entity or further upstream entity) of the ownership interests in Tenant that accrue following such (whether stock, partnership interests or membership interests or other), whether in one or more successive transfers, of either (i) a controlling interest, or (ii) more than twenty-five percent (25%) interest, shall be deemed an assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 Tenant shall notnot voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, all without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated or delayed. Consent to consent to an encumbrance of this Lease one assignment, subletting, occupation or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any other person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, shall not be void and of no effect. Landlord’s deemed to be consent to any Transfer shall not constitute a waiver subsequent assignment, subletting, occupation or use by another person. In the event of Landlord’s right to withhold the transfer and assignment by Tenant of its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of interest in this Lease that and in the assignee execute an instrument Premises to a person expressly assuming Tenant’s obligations under this Lease, Tenant shall thereby be released from any further obligations hereunder, and Landlord agrees to look solely to such successor in which such assignee assumes the remaining obligations interest of Tenant hereunder; provided that the acceptance for performance of such obligations. Upon such transfer and assignment, Tenant shall be relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any assignment of this Lease by act, occurrence or omission occurring after the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such transfer or assignment. The voluntary Any assignment or other surrender of this Lease by Tenant or a mutual cancellation hereof subletting without consent shall not work a merger be void, and shall, at the option of the Landlord, terminate all or any existing constitute a default under the terms of this Lease. In the event that Landlord shall consent to a sublease or mayassignment hereunder, at Tenant shall pay Landlord reasonable fees, not to exceed One Hundred and No/100 Dollars ($100.00), incurred in connection with the option processing of Landlord, operate as an assignment documents necessary to Landlord giving of Tenant’s interest in any or all such subleasesconsent.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer assign this Lease or any interest herein or in the Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises by any party other than Tenant. Consent to one or more such transfers or subleases shall not destroy or waive this provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, whether directly, indirectly or by operation of law, or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party if such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building. Sublessees or transferees of the Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant (or sublease any guarantor of Tenant's obligations hereunder) of any liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in the Tenant shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling interest in the capital stock of Tenant, shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. Landlord may, as a prior condition to considering any request for consent to an assignment or sublease, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee. In the event Landlord consents to an assignment or sublease, Tenant shall pay to Landlord a reasonable fee to cover Landlord's accounting costs plus any legal fees incurred by Landlord as a result of the assignment or sublease. Landlord may require an additional security deposit from the assignee or subtenant as a condition of its consent. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant under this Lease, paid to Tenant by any assignee of this Lease for its assignment, or by any sublessee under or in connection with its sublease, or otherwise paid to Tenant by another party for use and occupancy of the Demised Premises or any portion thereof, shall be promptly remitted by Tenant to Landlord as additional rent hereunder and Tenant shall have no right or claim thereto as against Landlord. No assignment of this Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in form and substance satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee, whereby the assignee assumes due performance of this Lease to be done and performed for the balance of the then remaining Lease Term of this Lease. No subletting of the Demised Premises, or any part thereof, whether voluntarily shall be effective unless and until there shall have been delivered to Landlord an agreement, in form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or by operation terminate any sublease, in Landlord's sole discretion, upon termination of law; this Lease, and such sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects under such circumstances to continue such sublease. Notwithstanding any provision to the contrary contained in Article 21 of this Lease Agreement Landlord's consent under Article 21 to an assignment or (b) permit the use subletting of the Premises this Lease Agreement or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease interest herein or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer Demised Premises shall not constitute a waiver of Landlord’s right to be unreasonably withheld or unduly delayed. Landlord and Tenant agree that Landlord may withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any proposed assignment of this Lease that Agreement or subletting of all or any portion of the Demised Premises, and such withholding of consent by Landlord will not be deemed to be unreasonable, if the proposed assignee execute or sublessee is not a reputable business entity or individual, is a governmental or quasi-governmental entity or is a party who would (or whose use would) detract from the character of the Building as a first-class office building, such as, without limitation, a dental, medical or chiropractic office. Landlord may reasonably withhold consent to an instrument in which such assignee assumes assignment or subletting for reasons other than those enumerated immediately above. Sublessee or transferees of the remaining Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder; provided that the acceptance , without relieving Tenant (or any guarantor of Tenant's obligations hereunder) of any assignment of liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease by during the applicable assignee shall automatically constitute the assumption by such assignee of all of the entire remaining obligations of Tenant that accrue following such assignment. The voluntary Lease Term including any extensions thereof, whether or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesauthorized herein.

Assignment and Subletting. 18.1 Tenant (a) CONSENT REQUIRED Subtenant shall notnot voluntarily or by operation of law or otherwise, assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Subtenant's interest in this Sublease or in the Subleased Premises, without the prior written consent of LandlordOverlandlord if required by the Xxxxxxxxx, and the prior written consent of the Sublandlord which consent shall not be unreasonably withheld or delayed subject to any rights of recapture contained in the Xxxxxxxxx or this Sublease. Notwithstanding the foregoing, Sublandlord may condition its consent on, among other things, Subtenant constructing Demising Walls (except as hereinafter defined) between the Overleased Premises and the Subleased Premises. In addition, Sublandlord and Subtenant agree that Landlord no sub-subtenant or assignee of Subtenant shall be permitted access to or use of any of the "Shared Space and Equipment" described in no event be obligated to consent to an encumbrance Section 49 of this Lease Sublease or entitled to receive any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use services described in the preceding sentence (a “Transfer”) occurring without the prior written consent Section 52 of Landlord shallthis Sublease. In addition, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer it shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its be deemed unreasonable if Sublandlord denies consent to any assignment or sublet to any entity which is a competitor of Sublandlord or any entity which is an affiliate or under common control of any entity which is a competitor of Sublandlord. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of Sublease. No consent to any assignment of this Lease or sublease shall be deemed a consent to any further or future assignment or subletting. Any amounts payable by the applicable any permitted assignee shall automatically constitute the assumption pursuant to such assignment, or by any permitted subtenant pursuant to such assignee of all sublease, in excess of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of Rent payable under this Lease by Tenant or a mutual cancellation hereof Sublease shall not work a merger and shall, at be paid to the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesSublandlord.

Assignment and Subletting. 18.1 Tenant shall notnot voluntarily, involuntarily, or by operation of law assign, transfer, hypothecate or otherwise encumber this Lease or Tenant’s interest therein, and shall not sublet or permit the use by others of the Premises or any part thereof without the prior first obtaining Landlord’s written consent of Landlordconsent, which consent shall not be unreasonably withheld (except that Landlord shall or delayed. A merger, consolidation, reorganization or acquisition of all of the assets or stock of Tenant in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): which the surviving entity (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease acquires all of the assets of Tenant as a going concern and continues the business of Tenant at the Premises, or any part thereof, whether voluntarily or by operation of law; or and (b) permit the use assumes, or is deemed by law to be liable for, all of the Premises liabilities of Tenant under the Lease, shall be considered an assignment for purposes of this Lease, but shall not require Landlord’s consent. Consent once given shall not operate as a waiver of the necessity for obtaining Landlord’s consent to any subsequent assignment, transfer, hypothecation or any part thereof by any person other than Tenant and its employeessublease. Any such transfer, sublease assignment or use described in the preceding sentence (a “Transfer”) occurring transfer without the prior written Landlord’s consent of Landlord shall be void and shall, at Landlord’s option, constitute a material breach of this Lease. No interest in this Lease shall be void and assignable by operation of no effectlaw. Landlord’s consent to approval of any Transfer assignment or subletting shall not eliminate Tenant’s liability for all obligations contained herein during the remainder of the Lease Term. If Tenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Lease by merger, consolidation, redemption or liquidation, or any change in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any an assignment of this Lease that the under this Section. As a condition to Landlord’s approval, if given, any potential assignee execute an instrument in which such assignee assumes the remaining or sublessee otherwise approved by Landlord shall assume all obligations of Tenant hereunder; provided that under this Lease and shall be jointly and severally liable with Tenant and any guarantor, if required, for the acceptance payment of any assignment Rent and performance of all terms of this Lease by the applicable assignee Lease. In connection with any Transfer, Tenant shall automatically constitute the assumption by such assignee provide Landlord with copies of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary assignments, subleases and assumption agreements or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesdocuments.

Assignment and Subletting. 18.1 Tenant shall notnot assign this Lease or any interest therein, without whether voluntarily, by operation of law, or otherwise, and shall not sublet the prior Premises or any part thereof, including but not limited to all concession vending, except by written permission and consent of Landlord, which consent Landlord being first had and obtained. Consent of Landlord to any such assignment or subletting shall not be unreasonably withheld if: (except that Landlord shall i) at the time of such assignment or subletting Tenant is not in no event be obligated to consent to an encumbrance default in the performance and observance of any of the covenants and conditions of this Lease Lease; (ii) the assignee or any transfer by operation subtenant of law): Tenant shall expressly assume in writing all of Tenant’s obligations hereunder; (aiii) assignTenant shall provide proof to Landlord that the assignee or subtenant has a financial condition which is satisfactory to Landlord and Landlord’s lender; (iv) the Premises continue to be used solely for the purpose set forth in Section 6.1, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease and (v) Landlord is furnished with and approves the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use form of the Premises proposed sublease. In connection with any such assignment or sublease, Tenant or the assignee or subtenant of Tenant shall pay to Landlord any part thereof legal and administrative costs incurred by any person other than Tenant and its employeesLandlord in approving such assignment or subletting, not to exceed $5,000.00. Any such transferassignment or sublease, sublease or use described in even with the preceding sentence (a “Transfer”) occurring without the prior written consent approval of Landlord shallLandlord, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute relieve Tenant from liability for payment of all forms of rental and other charges herein provided or from the obligations to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be a waiver of Landlord’s right any of the provisions of this Lease, or a consent to withhold its the assignment or subletting of the Premises. Consent to any assignment or subletting shall not be deemed a consent to any future Transferassignment or subletting. Any merger, consolidation or transfer of corporate shares of Tenant, if Tenant is a corporation, so as to result in a change in the present voting control of the Tenant by the person or persons owning a majority of said corporate shares on the date of this Lease, shall constitute an assignment and be subject to the conditions of this Section. If Tenant is a general partnership having one or more corporations as partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of the preceding sentence shall apply to each of such corporations as if such corporation alone had been the Tenant hereunder. If Tenant is a partnership, the withdrawal of a general partner shall be an assignment subject to the provisions hereof. Moreover, in the event that the rental due and payable by a sublessee or assignee, or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto exceeds the rental payable under this Lease, or if with respect to an assignment, sublease, license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, subtenant, licensee or other transferee exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, in addition to all rental required hereunder, such excess rental and other excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the case may be. Finally, in the event of any assignment or subletting it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord without reduction of any kind, and upon election by Landlord such rentals shall be paid directly to Landlord. Without limitation on Landlord’s approval rights as provided above, Tenant shall provide a copy of any executed sublease to Landlord within ten (10) days of the execution thereof. Landlord may require as assign this Lease at will and shall provide Tenant with a condition copy of such assignment. Notwithstanding the foregoing subsection, Tenant shall have the right to its assign this Lease or sublet all or any portion of the Premises without the consent of, but with prior written notice to, Landlord, to any assignment of this Lease that corporation or entity which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the assignee execute an instrument in merger or consolidation with Tenant, or to any person or entity which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of acquires substantially all of the remaining obligations assets of Tenant so long as such assignee or sublessee or survivor entity has similar or better financial status, and provided that accrue following no such assignment. The voluntary assignment or other surrender sublease shall act as a release of Tenant from any of the provisions, covenants and conditions on the part of Tenant to be kept or performed under this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesLease.

Assignment and Subletting. 18.1 (a) Tenant shall notnot (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall may not be unreasonably withheld (withheld, except that Landlord a transfer to a wholly owned subsidiary of VCG shall not require advance approval. The transfer of more than five percent (25%) of the shareholder interest of Tenant, however accomplished, and whether in no event a single transaction or in a series of related or unrelated transactions, will be obligated to consent to deemed an encumbrance assignment of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or such sublease requiring the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer in each instance. Any assignment or subletting without such consent shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger be void, and shall, at the option of Landlord, terminate all constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or any existing sublease or may, at the option of waiver by Landlord, operate nor as an assignment to Landlord a release of Tenant’s interest in , but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or all such subleasesuse by another person.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not may be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease at Landlord's sole discretion, voluntarily or any transfer by operation of law): (a) involuntarily assign, conveymortgage, mortgage encumber or otherwise transfer hypothecate this Lease or any interest hereunder, herein or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of sublet the Premises or any part thereof thereof. For the purposes of this Lease, the following, without limitation, shall be considered an assignment of this Lease by any person Tenant: (i) a management or similar agreement (other than any such agreement between Tenant and its employeesBCC or an Affiliate of BCC), and (ii) any Change in Control, but excluding a Consented Transaction (as such terms are defined in Section 10.1.6 hereof) of Tenant. Any of the foregoing acts without such transferconsent shall be void but shall, sublease at the option of Landlord in its sole discretion, constitute an Event of Default giving rise to Landlord's right, among other things, to terminate this Lease. Without limiting the foregoing, this Lease shall not, nor shall any interest of Tenant herein, be assigned or use described in the preceding sentence (a “Transfer”) occurring encumbered by operation of law without the prior written consent of Landlord shall, which may be withheld at Landlord’s option's sole discretion. Notwithstanding the foregoing, be void and of no effect. Tenant may without Landlord’s 's consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of assign this Lease or sublet all (but not less than all) of the Premises thereof to an Affiliate of Tenant, provided that the assignee execute an instrument in which such assignee Affiliate fully assumes the remaining obligations of Tenant hereunder; provided under this Lease, BCC has approved such assignment in writing, Tenant remains fully liable under this Lease, the use of the Premises remains unchanged, and no such assignment or sublease shall be valid and no such Affiliate shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet the Premises or any part thereof on any basis such that the acceptance of any assignment of this Lease rental to be paid by the applicable assignee shall automatically constitute sublessee thereunder would be based, in whole or in part, on either the assumption income or profits derived by such assignee of all the business activities of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shallsublessee, at the option of Landlord, terminate all or any existing other formula, such that any portion of the sublease or may, at the option of Landlord, operate as an assignment to rental received by Landlord of Tenant’s interest in any or all such subleases.would fail

Assignment and Subletting. 18.1 Tenant Subject to the provisions of paragraph 6, Lessee shall notnot assign this Lease in whole or in part, or sublet all or any part of the Premises without the Lessor’s prior written consent consent, except Lessee may assign to (i) any person or business entity which is parent, subsidiary or affiliate of Landlord, which consent Lessee; (ii) any person or business entity that controls or is controlled by or under common control with Lessee; (iii) any person or business entity that is merged or consolidated with Lessee or purchases a majority or controlling interest in the ownership or assets of Lessee. Consent by Lessor to any other assignment or subletting shall not be unreasonably withheld (except that Landlord shall in no event be obligated to constitute a waiver of the necessity of such consent to an encumbrance of this Lease any subsequent assignment or subletting. This prohibition against any transfer assignment or subletting shall be construed to include a prohibition against any subletting or assignment by operation of law): (a) assign, convey, mortgage or otherwise transfer . If this Lease or any interest hereunderis assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof is sublet or occupied by any person anyone other than Tenant Lessee, Lessor may collect Base Rent and its employeesAdditional Rent from the assignee, sublessee or occupant and apply the net amount collected to the Base Rent and Additional Rent and other obligations of Lessee hereunder reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver or release of Lessee from the further performance by Lessee of the covenants on the part of Lessee hereunder contained. Notwithstanding any assignment or sublease, Lessee shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease unless Lessee is released from such liability in writing by Lessor. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, 11 USC sections 101, et seq., shall be deemed without further act to have assumed all of the obligations of Lessee arising under this Lease on and after the date of such assignment. Any such transferassignee shall, sublease upon demand, execute and deliver to Lessor an instrument confirming such assumption. Any monies or use described other considerations payable or otherwise to be delivered in connection with such assignment shall be paid to Lessor, shall be the exclusive property of Lessor, and shall not constitute property of the Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any monies or other considerations constituting Lessor’s property under the preceding sentence (a “Transfer”) occurring without not paid or delivered to Lessor shall be held in trust for the prior written consent benefit of Landlord shall, at Landlord’s option, Lessor and be void and of no effect. Landlord’s consent promptly paid to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesLessor.

Assignment and Subletting. 18.1 Except as set forth in this Section 29, Tenant shall notagrees for itself and its permitted successors and assigns that it will not (a) assign or otherwise transfer, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of mortgage or otherwise encumber this Lease or any transfer by operation of law): its rights hereunder; (ab) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease sublet the Premises, Premises or any part thereof, whether voluntarily thereof or by operation of law; or (b) permit the occupancy or use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease Tenant; and/or (c) permit the assignment or use described other transfer of this Lease or any of Tenant's rights hereunder by operation of law (each of the events referred to in the preceding sentence (foregoing clauses [a], [b] and [c] being hereinafter referred to as a “"Transfer”) occurring "), without the prior written consent of Landlord shallin each instance first obtained, at Landlord’s optionwhich consent shall not be unreasonably denied, be void delayed, or withheld, and of no effect. Landlord’s any consent to any Transfer given shall not constitute a waiver of Landlord’s right to withhold its consent to any future subsequent Transfer. Landlord may require If Tenant is a partnership any change in the makeup of the partnership, whether voluntary or involuntary, which results in an ownership interest in the partnership of more than fifty percent (50%) being held by parties who were not partners as a condition to its consent to any assignment of the commencement of this Lease that Lease, or the assignee execute an instrument in which such assignee assumes dissolution of the remaining partnership, shall be deemed a Transfer. Any attempt to Transfer without Landlord's consent shall not null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, sublessee, or occupant. No Transfer, regardless of whether Landlord's consent has been granted or withheld, shall be deemed to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person guaranteeing the obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 Except as hereinafter set forth, Tenant shall notmay not assign or sublet this Lease or any part thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld withheld, delayed or conditioned; and any attempted assignment without such consent shall be invalid. In the event of a permitted (except that Landlord pursuant to any provision of this Lease) assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant’s other obligations under the terms, conditions and covenants of this Lease, unless the assignee has or achieves a tangible net worth of at least Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Minimum Net Worth”), in no which event Tenant shall automatically be obligated released from all subsequent liabilities. Upon the occurrence of an event of default beyond any notice and cure period, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to consent to an encumbrance of any other remedies provided by this Lease or any transfer by operation law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of law): (a) assign, convey, mortgage the assignment or otherwise transfer subletting. Any collection by Landlord from the assignee or subtenant shall not be construed to constitute a waiver or release of Tenant from the further performance of its obligations under this Lease or any interest hereunderthe making of a new lease with such assignee or subtenant. Any request for consent delivered by Tenant to Landlord shall be in writing, or sublease accompanied by (i) all information available to Tenant relating to the Premisesresponsibility, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use financial condition and business of the Premises proposed assignee or any part thereof subtenant; (ii) a copy of the offer, certified by any person other than Tenant to be true and its employees. Any such transfercomplete, and (iii) a copy of the proposed sublease agreement or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, assignment instrument to be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease executed by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesparties.

Assignment and Subletting. 18.1 Tenant A. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage or encumber this lease, nor underlet, or suffer or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of LandlordLandlord in each instance, which consent shall not Landlord may withhold for any or no reason whatsoever, except as may hereinafter be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance provided. The direct or indirect transfer of this Lease the beneficial or any transfer by operation record ownership of law): (a) assign, convey, mortgage a majority of the issued and outstanding capital stock of any corporate tenant or otherwise transfer subtenant of this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; lease or (b) permit the use a majority of the Premises total equity or voting interests or rights in any partnership or limited liability company tenant or subtenant or any other form of entity or organization, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, or the conversion of a tenant or subtenant entity to another form of entity including, without limitation, a limited liability company or a limited liability partnership, or a transfer of control of any entity shall, in each case, be deemed an assignment of this lease or of such sublease. The merger or consolidation of a tenant or subtenant, whether a corporation, partnership, limited liability company or other form of entity or organization, shall be deemed an assignment of this lease or of such sublease. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by any person anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant and from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted subtenant assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. A material modification, material amendment or any extension of Landlord shalla sublease shall be deemed a sublease. If any lien is filed against the demised premises or the Building of which the same form a part for brokerage services claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within thirty (30) days thereafter, at LandlordTenant’s optionexpense, be void by filing the bond permitted by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all claims, losses or liability resulting from such lien for brokerage services rendered. For the purposes of no effect. Landlord’s consent this Article, an “interest” shall mean an estate, license, easement, use, profit or other claim with respect to any Transfer shall not constitute real property or a waiver of Landlord’s right to withhold its consent to participate, directly or indirectly, through one or more intermediaries, nominees, trustees or agents, in the decision making respecting any future Transfer. Landlord may require as a condition to its consent to entity or other organization or any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance profits, losses, dividends, distributions, income, gain, losses or capital of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary entity or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesorganization.

Assignment and Subletting. 18.1 Tenant shall notnot assign, mortgage, pledge or otherwise transfer this Lease, or any interest therein, either voluntarily, involuntarily, or by operation of law, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and employees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld withheld; however, provided Tenant gives Landlord at least ten (except that Landlord shall in no event be obligated 10) days' prior written notice thereof, Tenant may sublet the Premises or assign this Lease to consent any entity which owns fifty percent (50%) or more of Tenant or to any entity fifty percent (50%) or more of which is owned by an entity which also owns fifty percent (50%) or more of Tenant or to an encumbrance entity fifty percent (50%) or more of which is owned by Tenant (each such entity is referred to herein as an "Affiliate") and provided Tenant gives Landlord at least ten (10) days' prior written notice thereof, Tenant may assign this Lease in connection with a merger or any transfer by operation consolidation of law): (a) assignTenant. If Tenant is a corporation, convey, mortgage then a change or otherwise transfer this Lease or any interest hereunder, or sublease changes in the Premises, or any part thereofownership of Tenant, whether voluntarily voluntarily, involuntarily, or by operation of law; , which aggregate(s) fifty percent (50%) or more of total capital stock of Tenant or fifty percent (b50%) permit the or more of voting capital stock of Tenant shall be deemed an assignment of this Lease. A consent to one assignment, mortgage, pledge, subletting, occupation, or use of the Premises or any part thereof by any other person other than shall not relieve Tenant from any obligation under this Lease and its employees. Any such transfer, sublease or use described in the preceding sentence (shall not be deemed to be a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer subsequent assignment, mortgage, pledge, subletting, occupation or use by another person. Any assignment, mortgage, pledge, subletting, occupation or use without such consent shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger be void, and shall, at the option of Landlord, terminate this Lease. Tenant's request for Landlord's consent pursuant to this Section 17 shall be submitted in writing at least twenty (20) days prior to the date Tenant desires to secure such consent. Such request shall be accompanied by all or any existing sublease or may, at the option of relevant information reasonably necessary for Landlord to consider such request. Any request for Landlord, operate as an assignment 's consent pursuant to this Section 17 shall also be accompanied by a payment to Landlord of Tenant’s interest $500.00 for the review, evaluation, and/or preparation of any materials or documents. Fifty percent (50%) of any sums or other economic consideration paid to, or paid for the benefit of, Tenant in any calendar month as a result of such subletting (other than a subletting to an Affiliate, and except for the rental or all other payments received which are attributable to the amortization of the cost of nonbuilding standard leasehold improvements made to the sublet portion of the Premises at the cost of Tenant) whether denominated rentals under the sublease or otherwise, which exceed in the aggregate the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such subleasessublease) shall be payable to Landlord on a monthly basis promptly after receipt by Tenant as additional rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. Whether or not Landlord's consent is required or obtained, no subletting or assignment shall release Tenant of Tenant's obligations hereunder or otherwise alter the primary liability of Tenant hereunder. The acceptance of rent or any other sum by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision hereof. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or successor. Landlord may consent to subsequent subletting or assignments of this Lease by assignees of Tenant without notifying Tenant or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of any liability under this Lease.

Assignment and Subletting. 18.1 (a) Tenant shall not, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease withheld, conditioned or any transfer by operation of law): (a) assigndelayed), convey, mortgage or otherwise transfer assign this Lease or any interest hereunder, herein or sublease in the Demised Premises, or mortgage, pledge, encumber, hypothecate or grant any license or concession or otherwise transfer or sublet the Demised Premises or any part thereofthereof or permit the use of the Demised Premises by any party other than Tenant. Consent by Landlord to one or more such transfers or subleases shall not destroy or waive this provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, whether voluntarily directly, indirectly or by operation of law; , or (b) sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party, (i) if the proposed assignee or subtenant is a party whose use would detract from the character of the Building as a first-class building, such as, without limitation, a dental, medical or chiropractic office or a governmental office, (ii) if the proposed assignment or subletting would be to a governmental subdivision or agency or any person other than Tenant and its employees. Any or entity who enjoys diplomatic or sovereign immunity, (iii) for the first thirty-six (36) months after the Delivery Date, if such transferproposed assignee or subtenant is an existing tenant of the Building, sublease unless Landlord was not able to accommodate the space need of the proposed assignee or sublessee, or (iv) if such proposed assignment, subletting or use described in the preceding sentence would contravene any restrictive covenant (a “Transfer”including any exclusive use) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent granted to any Transfer other tenant of the Building. Sublessees or transferees of the Demised Premises for the balance of the Lease Term shall not constitute a waiver of Landlord’s right become directly liable to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining for all obligations of Tenant hereunder; provided that the acceptance , without relieving Tenant of any assignment of liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease by during the applicable assignee shall automatically constitute the assumption by such assignee of all of the entire remaining obligations of Tenant that accrue following such assignment. The voluntary Lease Term including any extensions thereof, whether or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesauthorized herein.

Assignment and Subletting. 18.1 Tenant Section 13.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of each instance. If this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderis assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof are sublet or occupied by any person anybody other than Tenant, or if this Lease or the Premises or Tenant's personal property are encumbered (whether by operation of law or otherwise) without Landlord's consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment the provisions of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee Article 13 shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesbe void.

Assignment and Subletting. 18.1 Tenant Lessee shall not, without the Lessor’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) withheld, assign, conveymortgage, mortgage hypothecate or otherwise transfer encumber this Lease lease or the leasehold interest granted hereby, or any interest hereundertherein, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises leased premises or any part thereof by any person or persons other than Tenant Lessee or sublet the leased premises, or any part thereof. Notwithstanding the above, Lessee may, upon 30 days’ prior written notice to Lessor, assign this lease, without Lessor’s consent, to a corporation with which Lessee may merge or consolidate, to any parent or subsidiary of Lessee or to a subsidiary of Lessee’s parent; provided, however, that such assignment shall not affect or reduce any of the obligations of Lessee under this lease and its employeesthat Lessee shall remain primarily liable hereunder. Any such transferWithout limiting the generality of the foregoing, sublease or use described it is expressly understood and agreed that in the preceding sentence (event Lessee proposes an assignment of the lease or subletting of the leased premises at a “Transfer”) occurring without rental higher than provided herein, Lessor shall have the prior written consent right to terminate this lease and enter into a new lease agreement with such proposed assignee or sublessee. In the event of Landlord any assignment, mortgage, hypothecation, encumbrance or subletting, Lessee shall, nevertheless, at Landlord’s optionall times remain fully responsible and liable for the payment of rent and other sums of money herein specified and for compliance with all of the obligations of Lessee under the terms, provisions and covenants of this lease. Upon the occurrence of an “event of default” as hereinafter defined, if the leased premises or any part thereof are then assigned or sublet or occupied by anyone other than Lessee, Lessor, in addition to any other rights and remedies herein or provided or permitted by law, may at its option collect rent directly from such assignee or sublessee or other person occupying or using any part of the leased premises, whether such rent is due to Lessee or otherwise, and apply the net amount so collected against any sums due Lessor hereunder, or to the rent herein reserved, and no such collection shall be void and construed to constitute a novation or a release of no effectthe Lessee or any guarantor from the further performance of its or their obligation hereunder. Landlord’s Consent to any assignment, mortgage, hypothecation or encumbrance or subletting shall not operate as a waiver of the necessity for a consent to any Transfer subsequent assignment, mortgage, hypothecation, encumbrance or subletting, and the terms of such consent shall not constitute a waiver of Landlord’s right to withhold its consent to be binding upon any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary person holding by, under or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesthrough Lessee.

Assignment and Subletting. 18.1 Tenant Notwithstanding Paragraph 6 of the Master Lease, which shall notnot be applicable to Sublessee and Sublessor, Sublessee shall not assign, mortgage or encumber this Sublease or any interest herein or sublet all or any part of the Sublease Premises or permit the Subleased Premises or any part thereof to be used by others (any and all of which hereinafter shall be referred to as a “transfer”), without the prior written consent of Landlord, Sublessor which consent may be withheld or granted in Sublessor’s sole discretion. Any attempted transfer without the Sublessor’s prior written consent shall not be unreasonably withheld (except that Landlord void and shall in confer no event be obligated rights upon any third person and shall constitute a default under the Sublease. Notwithstanding the foregoing, and subject to consent the Master Lease and the rights of Master Lessor to an encumbrance of this Lease approve the sublease or assignment, Sublessee shall have the right to sublease or assign the Subleased Premises or any transfer by operation of law): portion thereof, without Sublessor’s consent, (a) assignto any affiliate of Sublessee (including, conveybut not limited to, mortgage a parent, subsidiary or otherwise transfer this Lease entity under common or any interest hereunderrelated control with Sublessee), or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit in connection with a merger, consolidation or non-bankruptcy re-organization of Sublessee, (c) in connection with the sale of all or substantially all Sublessee’s assets, or all such assets as are used in connection with Sublessee’s use of the Subleased Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in (each of the preceding sentence (foregoing a “Permitted Transfer”). In the event of a Permitted Transfer, Sublessee agrees to provide Sublessor with thirty (30) occurring without the days prior written consent notice of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent such Permitted Transfer so that Sublessor can provide the written notice to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesMaster Lessor.

Assignment and Subletting. 18.1 Except as herein provided, Tenant shall notmay not assign this lease in whole or in part, nor sublet all or any portion of the Premises, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld or delayed and shall be deemed granted if not given or denied in writing within thirty (except that Landlord 30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall in no event not be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, required if such assignment or sublease the Premisesis from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, or any part thereof, whether voluntarily or if any. The consent by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer assignment or subletting shall not constitute a waiver of Landlord’s right to withhold its the necessity for such consent to any future Transfersubsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against any assignment or subleasing is by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord by its acceptance hereof acknowledges that Tenant may require as a condition mortgage or collaterally assign its interest in and to its consent this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any assignment subsidiary or affiliate of Tenant. Tenant shall remain fully liable on this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of and shall not be released from performing any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary terms, covenants and conditions hereof or any rents or other surrender sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and all right and interest of the Landlord in this Lease by Tenant Lease, may be conveyed, assigned or a mutual cancellation hereof shall not work a merger and shall, encumbered at the option sole discretion of Landlordthe Landlord at any time. In addition, terminate notwithstanding the foregoing to the contrary, Tenant shall have the right to license or sublet all or any existing sublease portion of the Premises to a physician, physician group, professional corporation or mayother entity licensed to practice medicine in the State of Arizona or to such other individuals or entities providing health-related services, at the option of without first obtaining Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesprior consent.

Assignment and Subletting. 18.1 7.1. Tenant shall notnot assign this Lease or any of Tenant's rights or obligations hereunder, or sublet the Premises or any part thereof, without the Landlord's prior written consent of consent. Landlord, which 's consent shall not be unreasonably withheld (except that withheld, conditioned or delayed, provided the proposed assignee or subtenant will use the Premises only for the purposes and in the manner permitted under this Lease. Landlord shall in no event respond to a request for its approval of a proposed assignment or sublease within ten (10) business days following its receipt of a written request for such approval from Tenant, and Landlord's failure to respond within such ten (10) business day period shall be obligated deemed to consent constitute Landlord's approval of the assignment or sublease. Landlord shall furnish Tenant with detailed written reasons for Landlord's refusal to an encumbrance approve any assignment or sublease. No assignment or transfer of this Lease or any transfer may be effected by operation of law): (a) assign, convey, mortgage law or otherwise transfer this Lease without Landlord's prior written consent. Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed as a consent to or acceptance of such assignee, subtenant or occupant as a tenant. Neither shall Landlord's consent to any assignment, subletting or occupancy, or Landlord's acceptance or collection of rent from any assignee, subtenant or occupant, be construed as relieving Tenant or any interest hereunderassignee, subtenant or sublease occupant from the Premises, or any part thereof, whether voluntarily or by operation obligation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the obtaining Landlord's prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer subsequent assignment, subletting or occupancy. Notwithstanding any assignment of Tenant's interest in this Lease, the original Tenant hereunder shall remain liable for all obligations of Tenant arising under this Lease. Tenant agrees to furnish Landlord, upon request, with such financial information concerning any proposed assignee or subtenant as Tenant may have in its possession; however, because the original Tenant remains liable for the obligations of Tenant under this Lease, Landlord agrees that the financial condition of the proposed assignee or subtenant will not constitute be a waiver of Landlord’s right reasonable basis for Landlord to withhold its consent approval of such proposed assignee or subtenant. Tenant agrees that, in the event the bulk of the original Tenant's assets are hereafter conveyed to any future Transfer. Landlord may require as a condition to its consent to parent, subsidiary or affiliate of the original Tenant, then, upon any assignment of this Lease that occurring after such conveyance, the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of under this Lease shall be guaranteed by the applicable parent, subsidiary or affiliate to which such assets were conveyed. All restrictions and nonmonetary obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Any assignee shall automatically constitute the assumption by such assignee of expressly assume in writing all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of arising under this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an after such assignment to Landlord of Tenant’s interest in any or all such subleasesis effective.

Assignment and Subletting. 18.1 (a) Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed as provided in this Section 15: (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (ai) assign, conveymortgage, mortgage pledge, encumber or otherwise transfer (collectively, “transfer”) this Lease Lease, the term or estate hereby granted, or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (bii) permit the use of the Premises or any part thereof to be utilized by any person anyone other than Tenant and its employees(whether as concessionaire, franchisee, licensee, permittee or otherwise), except that Tenant may use no more than 25% of the Premises for shared office uses (by any other person or individual that has a business relationship with Tenant) without such shared office uses constituting a sublease hereunder or requiring Landlord’s consent; or (iii) except as hereinafter provided, sublet or offer or advertise for subletting the Premises or any part thereof. Any such transfer, utilization, sublease or use described in the preceding sentence (a “Transfer”) occurring offer to sublease without the prior written Landlord’s consent of Landlord shallshall be voidable and, at Landlord’s optionelection, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver default. For purposes of Landlordthis Section 15, Tenant’s right to withhold merger or consolidation with any other entity, or the collective issuance, sale or transfer of more than 50% of its consent to any future Transfer. Landlord may require equity interests as of the Lease Date (other than a condition to transfer of stock in connection with a financing or IPO or other transaction that does not reduce the net worth of Tenant from its consent to any net worth immediately preceding such transfer), is an assignment of this Lease. Notwithstanding the foregoing and Sections 15(b) and 15(c), Tenant may assign this Lease that or sublet the Premises or a portion thereof, without Landlord’s consent, but with prior written notice, to the following (together, “Permitted Transferee”): (I) any corporation, partnership or other entity which controls, is controlled by or is under common control with Tenant; (II) any corporation, partnership or other entity, resulting from the merger or consolidation with Tenant; or (III) any person or entity which acquires all of the assets of Tenant’s business as a going concern, provided that, in all cases (I), (II) and (III), (A) the assignee execute an instrument or subtenant assumes, in which such assignee assumes full, the remaining obligations of Tenant hereunder; provided that under this Lease, (B) Tenant remains fully liable under this Lease, (C) the acceptance use of any assignment the Lease by such transferee conforms with the requirements of this Lease by Lease, and (D) the applicable assignee proposed transferee shall automatically constitute the assumption by such assignee have a net worth which is comparable to that of all Tenant as of the remaining obligations date of the assignment or subletting request or $2,000,000.00, whichever is lesser. Provided that Tenant is a corporation, and (x) the stock of Tenant that accrue following such assignment. The voluntary or other surrender is traded on a national exchange, the transfer of this Lease by stock in Tenant or a mutual cancellation hereof shall not work a merger and shallbe considered an assignment, at the option of Landlord, terminate all or any existing sublease or maytransfer under the Lease, at or (y) the option stock of LandlordTenant is not traded on a national exchange, operate as the collective transfer of 50% or less of such stock shall not be considered an assignment to Landlord assignment, sublease or transfer under this Lease, provided further that, in all cases (x) and (y), such transfer (together with all other transfers during the Term) does not result in a change in control of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 Tenant shall notnot assign or transfer all or any portion of its interest in this Lease or in the Leased Premises, nor sublet all or any portion of the Leased Premises, without the prior written consent of Landlord, which consent shall Landlord not to be unreasonably withheld or delayed. Any assignment, sublease or other such transfer without Landlord's prior written consent shall be voidable, and, at Landlord's election, shall constitute a Default of Tenant hereunder. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights with respect to any subsequent assignment or subletting. If Tenant is a partnership, a withdrawal or change (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assignvoluntary, conveyinvoluntary, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; ) of any partner owning twenty percent (20%) or (b) permit the use more of the Premises partnership, or any part thereof by any person other than Tenant and its employees. Any such transferthe dissolution or liquidation of the partnership, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any deemed an assignment of this Lease that Lease. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the assignee execute sale or other transfer of the controlling percentage of the capital stock of Tenant, or the sale of fifty-one percent (51%) of the value of the assets of Tenant, shall be deemed an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease. If Tenant consists of more than one person, a purported assignment (voluntary, involuntary, or by operation of law) from any of such persons to any other person or entity shall be deemed an assignment of this Lease. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease by shall at all times remain fully liable for the applicable assignee shall automatically constitute the assumption by such assignee payment of all of Rent and other obligations under this Lease. Landlord shall have the remaining obligations of Tenant that accrue following such assignment. The voluntary right at any time to assign this Lease, in whole or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shallin part, at the option of Landlord, terminate all or to any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesthird party.

Assignment and Subletting. 18.1 Tenant Section 14.1 (a) Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of each instance as provided in this Article 14. If this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderis assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof are sublet or occupied by any person anybody other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant of its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer in each instance which shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunderbe unreasonably withheld or delayed; provided that the acceptance no consent of any Landlord shall be required with respect to a further sublet or an assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee sublease to an Affiliate of a permitted subtenant or to an assignment of such sublease to any party that buys substantially all of the remaining obligations stock or assets of Tenant that accrue following such permitted subtenant. Any assignment. The voluntary , sublease, mortgage, pledge, encumbrance or other surrender transfer in contravention of the provisions of this Lease by Tenant or a mutual cancellation hereof Article 14 shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesbe void.

Assignment and Subletting. 18.1 Tenant In addition to any restrictions on subleasing and/or assigning set forth in the Master Lease and incorporated into this Sublease by reference, Subtenant expressly covenants and agrees that it shall notnot assign, without mortgage, pledge or encumber this Sublease nor sublet the Premises or any part thereof, nor suffer or permit the Premises or any part thereof to be used or occupied by others, except with the prior written consent of Landlord, to the extent required under the Master Lease, and of Sublandlord, which consent shall Sublandlord agrees not to unreasonably withhold, delay or condition provided Landlord has consented (if required under the Master Lease). If this Sublease be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderassigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof be sublet or occupied by any person anyone other than Tenant Subtenant, Sublandlord may, after default by Subtenant, collect rent from the assignee, subtenant or occupant, and its employees. Any apply the net amount collected to the Rent reserved in this Sublease, but no such transferassignment, sublease subletting, occupancy, or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, collection by Sublandlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute deemed a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that covenant set forth above or the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary assignee, subtenant or other surrender of this Lease by Tenant occupant as subtenant or a mutual cancellation hereof shall not work release of Subtenant from the further performance by Subtenant of covenants and agreements on the part of Subtenant contained in this Sublease. Sublandlord covenants and agrees to respond to any request for consent from Subtenant pursuant to this paragraph 14 within the same period of time as the Landlord has to respond to such a merger and shallrequest from Sublandlord, at as tenant under the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesMaster Lease.

Assignment and Subletting. 18.1 (a) Neither this Lease not all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest and neither the Premises nor any part thereof shall notbe sublet or be used or occupied for any purpose by anyone other than Tenant, without the prior written consent of LandlordLandlord first had and obtained in each instance, which consent shall not be unreasonably withheld (except or unduly delayed. Tenant agrees that the instrument by which any assignment or subletting is accomplished shall expressly provide that no subtenant or assignee shall have the further right to assign or sublet without Landlord's consent or otherwise permit the space which is the subject of the subletting or assignment to be used by others and that each assignee or subtenant will perform and observe all of the agreements, covenants, conditions and provisions to be performed and observed by Tenant under this Lease as and when performance and observance is due and that Landlord shall in no event be obligated have the right to consent to an enforce said agreements, covenants, conditions and provisions directly against such assignee or subtenant. Any mortgage, pledge, hypothecation, encumbrance of this Lease or transfer or any transfer by operation of law): (a) assignsuch assignment, conveysubletting, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease occupation or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, as aforesaid shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shalland, at the option of Landlord, constitute a default entitling Landlord to terminate this Lease and give rise to all other remedies available to Landlord for breach of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment of this Lease or a sublease, as appropriate: (i) the issuance of equity interests (whether stock or partnership interests or otherwise) in Tenant or any existing sublease subtenant or mayassignee, at the option or any entity controlling any of Landlordthem, operate as an assignment to Landlord any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have control of Tenant’s interest ; or (ii) a transfer of control of Tenant or such subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitations, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the-counter" market or any recognized national or all such subleases.international securities exchange, shall not be included in the determination of whether control has been transferred. "

Assignment and Subletting. 18.1 (a) Tenant shall notnot (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not may be unreasonably withheld in the discretion of Landlord. The transfer of more than five percent (except that Landlord shall 5%) of the membership interests of Tenant or the transfer of five percent (5%) or more of the capital stock of the owner of Tenant or the corporate Guarantor, however accomplished, and whether in no event a single transaction or in a series of related or unrelated transactions, will be obligated to consent to deemed an encumbrance assignment of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or such sublease requiring the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent in each instance. Any transfer by Xxxx Xxxxxx of his interest in Tenant or if Xxxx Xxxxxx ceases to any Transfer shall not constitute be the control person of Tenant will be deemed a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any prohibited assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of Lease. Any prohibited assignment or subletting or any assignment of this Lease by the applicable assignee or subletting without Landlord’s consent shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger be void, and shall, at the option of Landlord, terminate all constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or any existing sublease or may, at the option of waiver by Landlord, operate nor as an assignment to Landlord a release of Tenant’s interest in , but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or all such subleasesuse by another person.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, Landlord (which consent shall not may be unreasonably withheld arbitrarily) (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (ai) assign, convey, convey or mortgage or otherwise transfer this Lease or any interest hereunderhereunder (ii) permit to occur or permit to exist, any assignment of this Lease, any lien upon the Lease, the Premises or Tenant’s interest therein, or sublease any change in the Premisescontrol of Tenant (of any level), by sale of stock, transfer of partnership interest, merger, operation of law or any other manner, in a single transaction or series of transactions; (iii) sublet the Premises or any part thereof, whether voluntarily or by operation of law; or (biv) permit the use of the Premises or any part thereof by any person parties other than Tenant and its employees, provided however, that Landlord’s consent shall not be unreasonably withheld in the case of any assignment by Tenant to OpNext Inc. or any majority owned Subsidiary of OpNext Inc. that is operating the Business in Japan for so long as (a) Landlord and its Affiliates directly or indirectly hold voting securities of OpNext Inc. representing a majority voting interest in OpNext Inc. or have the right to designate a majority of OpNext Inc. directors pursuant to the Stockholder’s Agreement, (b) Tenant remains liable for the performance of any such assignee’s obligations hereunder and any liability incurred for the performance of any such assignee’s obligations hereunder and any liability incurred in connection therewith, (c) such assignment does not results in any additional costs for which Landlord shall be liable and (d) such assignee is located in Japan that is engaged in the same Business of Tenant for the use as contemplated in Section 3 above. Any such transfer, sublease or use described in action on the preceding sentence (a “Transfer”) occurring without the prior written consent part of Landlord shall, at Landlord’s option, Tenant shall be void and of no effect. Landlord’s consent to any Transfer assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under his Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transferassignment, subletting, or transfer. Except for the agreement of Landlord may require as a condition setforth in Section 4 (b) herein, Landlord shall have the absolute right to assign or otherwise transfer its consent interest in this Lease to any assignment parent or operating Subsidiary of this Lease that Landlord or Landlord’s parent, or Subsidiary of the assignee execute an instrument in parent of Landlord or Landlord’s parent, or to a corporation with which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of Landlord or Landlord’s parent may merge or consolidate, or to any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee entity or person acquiring a majority of all of the remaining obligations of Tenant that accrue following such assignmentLandlord’s assets. The voluntary or other surrender of parties agree that this Lease by Tenant does not restrict or refer in any manner to a mutual cancellation hereof shall not work a merger and shallchange in control or change in shareholders, at the option directors, management or organization of Landlord’s parent or Landlord, terminate all or any existing sublease Subsidiary, Affiliate or may, at associate of the option parent of Landlord’s parent or Landlord, operate as an assignment or to Landlord the issuance, sale, purchase or disposition of Tenantthe shares of Landlord’s interest in parent or Landlord, or any Subsidiary, Affiliate or all such subleasesassociate of Landlord’s parent or Landlord.

Assignment and Subletting. 18.1 (a) So long as no Event of Default shall have occurred and be continuing, Tenant may sublet the Premises (including, but not limited to, subleases to affiliates of Tenant) and in connection therewith cause such sublessee to perform Tenant's obligations hereunder; provided, however, (i) each such sublease shall notexpressly be made subject to the provisions hereof, without (ii) the prior term of any subletting shall not extend beyond the Term of this Lease, (iii) no sublease shall affect or reduce any obligation of the Tenant or right of the Landlord hereunder, (iv) all obligations of the Tenant hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, as though no subletting had been made and (v) so long as a Loan is outstanding, Tenant may not sublet the Premises to any entity unaffiliated with Tenant if the aggregate rentable square feet covered by such sublease and all other subleases to entities unaffiliated with Tenant exceeds ten percent of the total rentable square feet in the Improvements (except with Lender's written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of withheld). Neither this Lease nor the term hereby demised shall be mortgaged or any transfer pledged by operation of law): (a) assignTenant, convey, nor shall Tenant mortgage or otherwise transfer this Lease or pledge its interest in any interest hereunder, or sublease the Premises, or of any part thereof, whether voluntarily or by operation of law; or (b) permit the use portion of the Premises or any part thereof by any person other than Tenant and its employeesthe rentals payable thereunder. Any such transfermortgage or pledge, any sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shallmade other than as expressly permitted by this Section 4.1, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of Tenant's interest hereunder made other than as expressly permitted by this Lease that Section 4.1, shall be void. Tenant shall, within 10 days after the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance execution of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or sublease, deliver a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment conformed copy thereof to Landlord of Tenant’s interest in any or all such subleasesand Lender.

Assignment and Subletting. 18.1 12.1 (a) Tenant shall notnot assign this Lease (which assignment may only be in its entirety) or sublet all or any portion of the Premises without Landlord’s prior consent which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s prior consent to assign this Lease in its entirety or sublet all or any portion of the Premises to: (i) any corporation, limited liability company or partnership into or with which Tenant may be merged or consolidated; (ii) any corporation, limited liability company or partnership which shall be an affiliate, subsidiary, parent or successor of Tenant; (iii) any company or person who is a joint venturer or partner with Tenant in the use and operation of the Project; (iv) any Vendor/Partner (such Transfers to a Vendor/Partner, a “Vendor Transfer”, and each, of the foregoing, a “Permitted Transfer” and any such transferee, a “Permitted Transferee”); provided that: (x) with respect to a Vendor Transfer, Tenant notifies Landlord of any Permitted Transfer at least fifteen (15) days prior thereto and with respect to any other Permitted Transfer, Tenant notifies Landlord of such Transfer within fifteen (15) days thereafter; (y) except for a Permitted Transfer in which Tenant is the surviving entity, the assignment or subletting is by written consent agreement and a copy thereof is provided by Tenant to Landlord at least fifteen (15) days thereafter; and (z) any assignment or subletting shall not release Tenant from any of the terms, covenants, conditions or provisions of this Lease. Landlord specifically acknowledges that Tenant may convert its structure into any other type of structure as may be permitted by Laws, and in any such event, the conditions of clauses (x) through (z) shall not apply and Landlord, which ’s consent shall not be unreasonably withheld (except that Landlord required. The sale, issuance or transfer of Tenant’s stock or other equityholders interest shall in no event not, under any circumstances, be obligated to consent to deemed an encumbrance assignment or other transfer of this Lease or any transfer the Premises. By way of example and without limitation, the parties agree it shall not be unreasonable for Landlord to withhold consent if, as reasonably determined by operation of law): Landlord: (a) assign, convey, mortgage the proposed assignee or otherwise transfer subtenant would use the Premises or Improvements for a purpose or in a manner which is not in strict conformity with all of the requirements of this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use business reputation or character of the proposed assignee or subtenant is not consistent with the operation of the Site as a first class office, science and technology park. Furthermore, notwithstanding anything in the Lease to the contrary, under no circumstances shall Tenant sublet all or any portion of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent Improvements to any Transfer shall party which is not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesVendor/Partner.

Assignment and Subletting. 18.1 Tenant shall notnot either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant's leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees, or sublet the Premises or any portion thereof, without the obtaining, in each such instance, Landlord's prior written consent consent. Any such assignment or other transfer or subletting shall be subject in each instance to the recapture option of Landlord, which Landlord set forth herein. Xxxxxxxx's consent shall not be unreasonably withheld (except for any proposed assignment, provided that substantially the same type, class, nature and quality of business, merchandise, services, management and financial soundness of ownership is maintained and will continue to be furnished in a manner compatible with the high standards contemplated by this Lease and/ provided further, that none of the covenants, conditions or obligations imposed upon Tenant by this Lease, nor any of the rights, remedies or benefits afforded Landlord shall in no event be obligated by this Lease are thereby impaired or diminished. Consent by Landlord to consent to an encumbrance one or more assignments of this Lease or any transfer by operation of law): (a) assign, convey, mortgage to one or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use more sublettings of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of operate to exhaust Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of 's rights under this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignmentArticle. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease subleases or maysubtenancies, at the option of Landlord, or shall operate as an assignment to Landlord of Tenant’s such subleases or subtenancies. If Tenant is a corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of forty-nine percent (49%) shall be deemed an assignment within the meaning and provisions of this Article. If Tenant desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord (i) the name of the proposed subtenant or assignee; (ii) the nature of the proposed subtenant's or assignee's business to be carried on in the Premises; (iii) the terms and provisions of the proposed sublease or assignment; and (iv) such reasonable financial information as Landlord may request concerning the proposed subtenant or assignee. Any request for Xxxxxxxx's approval of a sublease or assignment shall be accompanied with a check in such reasonable amount as Landlord shall advise for the cost of review and/or preparation of any documents relating to such proposed transfer, but in no event less than $250.00. At any time within fifteen (15) days after Xxxxxxxx's receipt of the information specified above, and provided that Landlord approves of the assignee, assignment, or sublet, Landlord may by written notice to Tenant elect to either (i) sublease the Premises or the portion thereof as shall be specified in said notice for its own account upon the same terms as those offered to the proposed subtenant or assignee, as the case may be; or (ii) terminate this Lease as to the portion (including all) of the Premises so proposed to be subleased or assigned with a proportionate abatement in the rent payable hereunder. If Landlord does not exercise either of these options within said fifteen-day period, Tenant may thereafter within ninety (90) days after the expiration of said fifteen-day period enter into a valid assignment or sublease of the Premises or portion thereof, upon the terms and conditions described in the information required to be furnished by Tenant to Landlord hereunder, or other terms not less favorable to Tenant, subject, however, to Xxxxxxxx's consent as herein provided. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay the rent and perform all such subleasesthe other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment or subletting.

Assignment and Subletting. 18.1 (a) Tenant shall notnot (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed and will not be withheld (except that Landlord shall in no event be obligated to consent to an encumbrance if the assignee, subtenant or transferee is reputable, has equal or better credit than Tenant and any guarantor of this Lease or any transfer by at the time of the subject transaction, and has substantial experience in the operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employeesPermitted Use. Any assignment or subletting without such transferconsent (whether actual or deemed) shall be void, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or waiver by Landlord, nor as a release of Tenant, but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any existing sublease other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or mayuse by another person. Notwithstanding anything to the contrary in this Paragraph 13, at Tenant may assign or sublet the option Premises without the prior written consent of Landlord, operate as to an assignment to Landlord entity which currently owns more than fifty percent (50%) of Tenant’s interest in any the voting stock of Tenant or which Tenant owns greater than fifty percent (50%) of all classes of stock (or all such subleasesclasses of partnership or membership interest).

Assignment and Subletting. 18.1 Except as expressly provided below, Tenant shall notnot either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof, without the prior written consent of LandlordLandlord first had and obtained, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to withheld, conditioned or delayed, and a consent to an encumbrance of this Lease one assignment, subletting, occupation or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any other person other than Tenant and its employeesshall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such transferassignment or subletting without such consent shall be void, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of the Landlord, terminate all or any existing sublease or constitute a default under this Lease. Notwithstanding anything to the contrary herein, Tenant may, at upon written notice to Landlord, but without the option consent of Landlord, operate as an (i) transfer (by assignment or sublease, in whole or in part) this Lease to any parent or affiliate of Tenant or to a wholly owned subsidiary of Tenant, or (ii) transfer (by assignment or sublease, in whole or in part) this Lease to any person or entity acquiring, by asset or stock purchase, merger, consolidation or liquidation, all or substantially all of Tenant's assets or voting stock, provided that such person or entity assumes in writing the obligations of Tenant under this Lease ("Permitted Transfer"). If Tenant realizes any rent or other consideration under any such assignment, subletting or occupancy (other than a Permitted Transfer) in excess of the Base Rent and other sums payable hereunder, after amortization of the reasonable costs incurred by Tenant for leasing commissions and leasehold improvements in connection with such assignment, subletting or occupancy over the term of such assignment, subletting or occupancy, Tenant shall pay to Landlord 50% of the excess Base Rent promptly upon receipt by Tenant’s interest in . Landlord may charge a reasonable fee not to exceed $1,000 as part of its consent to any assignment, sublease, or all such subleasesencumbrance.

Assignment and Subletting. 18.1 (a) Tenant shall notcovenants and agrees that neither this Lease nor the Term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the prior written like) in whole or in part without Landlord's consent of Landlord, which consent shall will not be unreasonably withheld (except that Landlord or delayed. The foregoing restrictions shall in no event not be obligated to consent applicable to an encumbrance assignment of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use a subletting of the Premises by Tenant to any of the following parties (collectively called the "Related Occupants"): a subsidiary wholly-owned by Tenant or to a controlling corporation, the stock of which is wholly-owned by the stockholders of Tenant, to any part thereof Affiliate of Tenant, to any purchaser of all or substantially all of Tenant's business or to any successor of Tenant by merger or consolidation provided, however, that any person other such Affiliate, purchaser or successor shall have a net worth not less than that of Tenant and its employeesimmediately prior to such merger, consolidation or purchase. Any such transferIt shall be a condition of the validity of any assignment, sublease or use described in whether with the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shallor to a subsidiary or controlling corporation, at that the assignee agree directly with Landlord’s option, by written instrument in form satisfactory to Landlord, to be void bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. No assignment or subletting shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor. Notwithstanding anything to the contrary contained herein, Landlord shall be entitled to collect (i) one hundred (100%) percent of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent profit related to any assignment of in connection with this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance and (ii) fifty (50%) percent of any assignment rent, income or profit derived from any sublease of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all any portion of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord Premises in excess of Tenant’s interest in any or all such subleases's Base Subleasing Profit.

Assignment and Subletting. 18.1 14.1 Tenant shall notwill not assign this Lease, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereundertherein, or sublease and will not sublet the Premises, or any part thereof, whether voluntarily or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without first requesting the consent of Landlord, in writing, not more than 120 but not less than 30 days before the effective date of such assignment or sublease, and obtaining such consent in writing. Any request by operation Tenant for Landlord’s consent to a sublease or assignment must be accompanied by a copy of law; the proposed sublease or assignment agreement and reasonably detailed information and documentation, including current financial statements, regarding the proposed sublessee or assignee. Landlord agrees not to unreasonably withhold consent to any such assignment of this Lease or subletting of the Premises (bexcept for any extension or expansion options or any rights of first refusal or first offer for which consent may be withheld in Landlord’s sole and absolute discretion), provided Tenant requests the same in writing and provided (i) permit at the time of Tenant’s request for consent and also at the commencement of the proposed sublease or assignment, Tenant is not in default under this Lease, (ii) Landlord, in its reasonable discretion, determines that the proposed use of the Premises, and the reputation, business, and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord; (iii) Landlord reasonably determines that the proposed sublease or assignment would not violate the Entity Prohibition set forth below in this Paragraph 14.1, (iv) any assignee or sublessee expressly assumes all the obligations of this Lease on Tenant’s part to be performed, (v) such consent, if given, will not release Tenant of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (vi) a consent to one assignment or subletting will not be deemed to be a consent to any subsequent assignment or subletting, (vii) the proposed assignee or sublessee is not a tenant in the Building, or the subtenant or assignee of any such tenant, (viii) the proposed assignee or sublessee is not a person or entity with whom Landlord or its agent is then negotiating or to or from whom Landlord or its agent has given or received any written or oral proposal within the past 12 months regarding a lease of space in the Building, and (ix) the proposed sublessee or assignee is not a government entity. If (I) the Premises or any portion thereof is located on a floor of which Citigroup Global Markets Inc. or its affiliates or their respective successors or assigns now or hereafter leases 25% or more of the rentable space, Tenant will thereupon, and without notice, be prohibited from subleasing any such portion of the Premises, or assigning this Lease, to any entity now or hereafter engaged primarily in the business of securities brokerage or investment banking; or II the Premises or any portion thereof is located on the first floor of the Building, Tenant is prohibited from subleasing any such portion of the Premises, or assigning this Lease, to any entity now or hereafter engaged primarily in the business of securities brokerage or investment banking, or a national bank (collectively, the “Entity Prohibition”); provided, however, that the foregoing prohibitions in this sentence will not apply to a Permitted Affiliated Transfer (defined below). Landlord represents that, as of the date of this Lease, neither Citigroup Global Markets Inc. nor its affiliates or their respective successors or assigns leases 25% or more of the rentable space on the 3rd floor of the Building. Notwithstanding the foregoing, so long as Green Mountain Analytics, LLC or its Permitted Affiliated Transferees (defined below) leases the entire Premises, and provided that no Event of Default then exists, Tenant may, without Landlord’s consent but with prior written notice to Landlord, license up to 50% of the rentable square feet of the Premises to Guarantor or its affiliates; provided, however, that such licensed premises will not be separately demised with a separate entrance from the common corridor (it being understood that if separately demised space is required, Tenant will proceed as set forth below in the paragraph pertaining to Permitted Affiliated Transfers). Such notice must include the same type of information as set forth in the first grammatical paragraph of this Paragraph 15.1 as if Tenant were seeking Landlord’s consent. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit the subleased space or any part thereof of its subleased space to be used or occupied by others, without Landlord’s prior written consent in each instance. Tenant may not mortgage, pledge or hypothecate its leasehold interest, and any person other than Tenant and its employees. Any such transferattempted assignment, sublease or use described other transfer or encumbrance by Tenant in violation of the preceding sentence (terms and covenants of this Paragraph 14 will be void. For purposes of this Paragraph 14, a “Transfer”) occurring without transfer of the prior written consent of Landlord shall, at Landlord’s option, ownership interests controlling Tenant will be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any deemed an assignment of this Lease unless such ownership interests are publicly traded. However, on the condition that the assignee execute an instrument Tenant is not in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance default of any assignment term, covenant or condition of this Lease by Lease, Tenant will have the applicable assignee shall automatically constitute right, with advance written notice to but without the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option consent of Landlord, terminate all to sublease the Premises, or any existing sublease a portion thereof, or mayassign this Lease (each, at a “Permitted Affiliated Transfer”), to the option of Landlordfollowing each, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.a “Permitted Affiliated Transferee”):

Assignment and Subletting. 18.1 Tenant Subtenant shall notnot assign, without transfer or otherwise encumber this Sublease, or sublet all or any part of the Premises, or suffer or permit the use or occupancy of all or any part of the Premises by any party other than Subtenant, in each case whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise (each a “Transfer Event”), unless Subtenant obtains the prior written consent of LandlordSublandlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease withheld, conditioned or any transfer by operation of law): (a) assigndelayed, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease and unless Subtenant first obtains the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Prime Landlord pursuant to the Prime Lease. In the event of a Transfer Event, Subtenant shall remain fully liable under this Sublease. The foregoing notwithstanding, Sublandlord shall be entitled to condition any Transfer Event on (A) the payment to Sublandlord of any or all net profit to be made by Subtenant on account of the Transfer Event and (B) the assumption by the transferee under the Transfer Event of any or all of the Subtenant’s obligations under this Sublease. Any Transfer Event shall be subject to all of the terms and conditions of this Sublease, including without limitation the restrictions on future transfers pursuant to this Section 6.2. Any attempted Transfer Event without full compliance with all of the terms and conditions of this Section 6.2 shall, at LandlordSublandlord’s option, render this Sublease to be void and of no force and effect. No act or conduct by Sublandlord other than its express written consent as to a particular Transfer Event shall constitute Sublandlord’s consent to a Transfer Event or a waiver of Sublandlord’s consent rights with respect to any future Transfer Event. The foregoing notwithstanding, the following events shall not be deemed to constitute Transfer Events for which Sublandlord’s consent shall be required, provided this shall not abrogate any requirement that Prime Landlord’s consent to be obtained: (i) Subtenant’s merger, consolidation or reorganization, (ii) any Transfer shall not constitute a waiver sale of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment the capital stock of this Lease that Subtenant if such stock is registered and publicly traded, (iii) the assignee execute an instrument in which such assignee assumes the remaining obligations sale of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all or substantially all of the remaining obligations of Tenant that accrue following such assignment. The voluntary Subtenant’s assets, or other surrender of this Lease (iv) a Transfer Event with a party controlling, controlled by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasescommon control with Subtenant.

Assignment and Subletting. 18.1 Tenant (a) Except for an entity over which Xxx Xxxxxx controls at least a 51% interest, the Lessee shall notnot assign, mortgage or encumber this Lease, in whole or in part, or sublet all or any part of the demised premises without the prior written consent of Landlord, which Lessor. The consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance by Lessor of this Lease any assignment or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer subletting shall not constitute a waiver of Landlord’s right to withhold its the necessity for such consent to any future Transfersubsequent assignment or subletting. Landlord The prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned or if the demised premises or any part thereof be occupied by anybody other than Lessee, Lessor may require collect rent from the assignee or occupant and apply the net amount collected to the rent herein reserved; but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this provision or the acceptance of the assignee, under subtenant, or occupant as Lessee, or, except as otherwise provided in this Lease, as a condition to its consent to any assignment release of Lessee from the further performance by Lessee of the terms, covenants, conditions and/or provisions of this Lease that on Lessee's part to be performed hereunder. Notwithstanding any assignment or sublease, Lessee shall remain fully liable and shall not be released from Lessee's obligations under this Lease. If Lessee is a corporation and if any transfer, sale, pledge or other disposition of its common stock shall occur, or power to vote the assignee execute an instrument majority of the outstanding capital stock be changed, such change shall be deemed a material default hereunder, and Lessor shall have the right at its option to terminate this Lease upon five (5) days notice to Lessee. In such event, however, Lessee shall remain liable to Lessor hereunder, as in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance case of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesdefault.

Assignment and Subletting. 18.1 Tenant shall not(a) Landlord may sell, transfer, convey, assign or otherwise dispose of the Leased Premises or any part thereof, or all or any part of its right, title or interest as Landlord under this Lease, without the prior written consent of LandlordTenant, which consent provided that no such sale, transfer, conveyance, assignment or disposition shall not be unreasonably withheld (except that Landlord shall in no event be obligated deemed to consent to an encumbrance of this Lease release or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease discharge the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Leased Premises or any part thereof from the terms and conditions of this Lease, all of which shall continue in full force and effect with respect thereto, and further provided that such transferee or assignee agrees in writing to perform and be bound by any person other than Tenant all of the terms, covenants and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment conditions of this Lease with respect to the Leased Premises or part thereof, or right, title or interest as Landlord hereunder, so transferred or assigned by Landlord, and such transferee or assignee agrees in writing to release and hold harmless the then current Landlord, which is currently Noblegene Development, LLC from any liability or obligation hereunder. Without limiting the forgoing, the transferee or assignee shall expressly agree in writing that it will honor and be bound by the assignee execute an instrument obligations set forth in which such assignee assumes the remaining obligations last sentence of Section 4.6 to return to the Tenant hereunder; provided that the acceptance of any assignment after expiration of this Lease by the applicable assignee Security Deposit or any remaining balance thereof which it shall automatically constitute have received from the assumption by such assignee of all prior owner of the remaining obligations of Leased Premises if the Tenant that accrue following such assignment. The voluntary or other surrender has fully and faithfully complied with all the terms of this Lease by Tenant Lease. Any assignee or a mutual cancellation hereof shall not work a merger and shall, at transferee of the option of Landlord, terminate all upon written request, will provide Tenant with a subordination nondisturbance agreement or any existing sublease or may, at the option of Landlord, operate letter providing commercially subordination and nondisturbance provisions as an assignment may be reasonably acceptable to Landlord of and Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 Tenant 12.1 Except as otherwise set forth in this Article 12, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor underlet, nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of withheld, conditioned or delayed. If this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderbe assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof be underlet or occupied by any person anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, and after Tenant and shall have defaulted in respect of any of its employeesobligations under this Lease, Tenant shall hold any amounts it receives from any undertenant or occupant in constructive trust for payment of Tenant’s obligations hereunder; but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any such transfer, The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment the provisions of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee Article 12 shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesbe void.

Assignment and Subletting. 18.1 Except as herein provided, Tenant shall notmay not assign this lease in whole or in part, nor sublet all or any portion of the Premises, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld or delayed and shall be deemed granted if not given or denied in writing within thirty (except that Landlord 30) days from Tenant’s written request therefor. Further, notwithstanding the foregoing, such consent shall in no event not be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, required if such assignment or sublease the Premisesis from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, or any part thereof, whether voluntarily or if any. The consent by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer assignment or subletting shall not constitute a waiver of Landlord’s right to withhold its the necessity for such consent to any future Transfersubsequent assignment or subletting. Landlord No assignment, under letting, occupancy or collection shall be deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may require as a condition mortgage or collaterally assign its interest in and to its consent this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s parent, if any, or to any assignment subsidiary or affiliate of Tenant. Tenant shall remain fully liable on this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of and shall not be released from performing any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary terms, covenants and conditions hereof or any rents or other surrender sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Premises, and all right and interest of the Landlord in this Lease by Tenant Lease, may be conveyed, assigned or a mutual cancellation hereof shall not work a merger and shall, encumbered at the option sole discretion of Landlordthe Landlord at any time. In addition, terminate notwithstanding the foregoing to the contrary, Tenant shall have the right to license or sublet all or any existing sublease portion of the Premises to a physician, physician group, professional corporation or mayother entity licensed to practice medicine in the State of Florida or to such other individuals or entities providing health-related services, at the option of without first obtaining Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesprior consent.

Assignment and Subletting. 18.1 Tenant shall notSublessee may not assign this Sublease, sublet the Subleased Premises, transfer any interest of Sublessee therein or permit any use of the Subleased Premises by another party (collectively, “Transfer”), without the prior written consent of LandlordSublessor, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to withheld, conditioned or delayed, and Master Lessor. A consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (one Transfer shall not be deemed to be a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute subsequent Transfer. Sublessee acknowledges that the Master Lease contains a waiver of Landlord’s “recapture” right to in Section XII(B), and that Sublessor may withhold its consent to any future Transfera proposed Transfer in its sole discretion unless Master Lessor confirms in writing that the recapture right does not apply to the Subleased Premises or otherwise waives such right. Landlord may require as a condition to its Sublessor’s waiver or consent to any assignment or subletting shall be ineffective unless set forth in writing, and Sublessee shall not be relieved from any of its obligations under this Lease Sublease unless the consent expressly so provides. Sublessee shall have the right, if Sublessor notifies Sublessee that it is exercising its recapture right pursuant to Section XII(B) of the assignee execute an instrument Master Lease, to notify Sublessor in writing that Sublessee is rescinding its request for consent to the Transfer within five (5) days after receipt of Sublessor’s exercise, in which such assignee assumes case this Sublease shall remain unmodified and in full force and effect. Any Transfer shall be subject to the remaining obligations terms of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all Section XII of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Master Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at to the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesextent incorporated herein.

Assignment and Subletting. 18.1 Tenant shall may not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease sublet, assign or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use portion of the Premises to any person, natural or any part thereof by any person other than Tenant corporate, which consent may be granted or withheld in Landlord’s sole and its employeesabsolute discretion. Any such attempted assignment, transfer, sublease mortgage, encumbrance, or use described in the preceding sentence (a “Transfer”) occurring subletting without the prior written such consent of Landlord shall, at Landlord’s option, shall be void and shall constitute a default of no effectthis Lease. Any transfer of Tenant’s interest in this Lease or in the Premises from Tenant by merger, consolidation, or liquidation, or by any subsequent change in the ownership of thirty percent (30%) of the ownership interest in Tenant shall be deemed a prohibited assignment within the meaning of this Section. Except as otherwise provided herein, Landlord may refuse to consent to an assignment or subletting for any of the following reasons (i) lack of credit worthiness of the proposed assignee or subtenant (regardless of Tenant’s credit), (ii) a proposed use other than that permitted hereunder, (iii) previous unsatisfactory experience with the proposed assignee or subtenant, (iv) a proposed division of Premises into a less marketable size, (v) defaults of Tenant hereunder, (vi) less than six (6) months remaining on the Term of this Lease or (vii) any other reasonable basis. Txxxxx agrees to pay to Landlord, on demand, all reasonable costs incurred by Landlord in connection with any request by Tenant for Landlord’s consent to any Transfer shall not constitute a waiver assignment or subletting. In the event of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment or sublet Tenant and all guarantors, if any, of this Lease that shall continue to remain liable to Landlord for all sums due hereunder and for the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee performance of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger covenants and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord duties of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, Landlord (which consent shall not may be unreasonably withheld arbitrarily) (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (ai) assign, convey, convey or mortgage or otherwise transfer this Lease or any interest hereunderhereunder (ii) permit to occur or permit to exist, any assignment of this Lease, any lien upon the Lease, the Premises or Tenant’s interest therein, or sublease any change in the Premisescontrol of Tenant (of any level), by sale of stock, transfer of partnership interest, merger, operation of law or any other manner, in a single transaction or series of transactions; (iii) sublet the Premises or any part thereof, whether voluntarily or by operation of law; or (biv) permit the use of the Premises or any part thereof by any person parties other than Tenant and its employees, provided however, that Landlord’s consent shall not be unreasonably withheld in the case of any assignment by Tenant to OpNext Inc. or any majority owned Subsidiary of OpNext Inc. that is operating the Business in Japan for so long as (a) Landlord and its Affiliates directly or indirectly hold voting securities of OpNext Inc. representing a majority of the voting interest in OpNext Inc. or have the right to designate a majority of OpNext Inc. directors (b) Tenant remains liable for the performance of any such assignee’s obligations hereunder and any liability incurred for the performance of any such assignee’s obligations hereunder and any liability incurred in connection therewith, (c) such assignment does not result in any additional costs for which Landlord shall be liable and (d) such assignee is located in Japan and is engaged in the Business for the use as contemplated in Section 3 above; provided further, that Landlord’s consent shall not be required in the event that Tenant is merged with or into OpNext Japan, Inc., a corporation existing under the laws of Japan. Any such transfer, sublease or use described assignment on the part of Tenant in the preceding sentence (a “Transfer”) occurring without the prior written consent violation of Landlord shall, at Landlord’s option, this provision shall be void and of no effect. Landlord’s consent to any Transfer assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under his Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transferassignment, subletting, or transfer. Except for the agreement of Landlord may require as a condition set forth in Section 4 (b) herein, Landlord shall have the absolute right to assign or otherwise transfer its consent interest in this Lease to any assignment parent or operating Subsidiary of this Lease that Landlord or Landlord’s parent, or Subsidiary of the assignee execute an instrument in parent of Landlord or Landlord’s parent, or to a corporation with which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of Landlord or Landlord’s parent may merge or consolidate, or to any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee entity or person acquiring a majority of all of the remaining obligations of Tenant that accrue following such assignmentLandlord’s assets. The voluntary or other surrender of parties agree that this Lease by Tenant does not restrict or refer in any manner to a mutual cancellation hereof shall not work a merger and shallchange in control or change in shareholders, at the option directors, management or organization of Landlord’s parent or Landlord, terminate all or any existing sublease Subsidiary, Affiliate or may, at associate of the option parent of Landlord’s parent or Landlord, operate as an assignment or to Landlord the issuance, sale, purchase or disposition of Tenantthe shares of Landlord’s interest in parent or Landlord, or any Subsidiary, Affiliate or all such subleasesassociate of Landlord’s parent or Landlord.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent Lessee shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of assign this Lease or sublease any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use portion of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring Leased Property without the Lessor's prior written consent of Landlord shall, at Landlord’s option, be void and of no effectconsent. Landlord’s consent to any Transfer Lessor shall not constitute a waiver of Landlord’s right to unreasonably withhold its consent to any future Transfer. Landlord may require as subletting or assignment, provided that (a) in the case of a condition subletting, the sublease and the sublessee shall comply with the provisions of this Article XXIV, (b) in the case of an assignment, the assignee shall assume in writing and agree to its consent to any assignment keep and perform all of the terms of this Lease that on the assignee execute part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an instrument original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in which such assignee assumes form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of either an assignment or subletting, Lessee shall remain primarily liable, as principal rather than as surety, for the remaining obligations prompt payment of Tenant hereunder; provided that the acceptance of any assignment of this Lease by Rent and for the applicable assignee shall automatically constitute the assumption by such assignee performance and observance of all of the remaining obligations obligations, covenants and conditions to be performed by Lessee hereunder and under all of Tenant the other documents executed in connection herewith. Notwithstanding anything contained herein to the contrary, Lessor and Lessee acknowledge that accrue following such assignmentthere currently exists certain leases or subleases on the Leased Property as described on EXHIBIT C attached hereto (collectively the "Existing Subleases"). The voluntary Any modifications, amendments and restatements of the Existing Subleases must be approved by Lessor in accordance with this Article XXIV. Notwithstanding anything contained herein to the contrary, any proposed assignee of Lessee and any proposed sublessee or other surrender of this Lease by Tenant subtenant must each have an equal or a mutual cancellation hereof shall not work a merger and shall, at stronger credit rating than the option of Landlord, terminate all Lessee on the Commencement Date. Lessor's failure or any existing sublease or may, at the option of Landlord, operate as refusal to approve an assignment to Landlord of Tenant’s interest in any an assignee or all such subleasesa subletting to a sublessee or subtenant without the required credit rating shall be reasonable.

Assignment and Subletting. 18.1 A. Tenant shall not, without the prior written consent of Landlord, which consent shall may not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, conveytransfer, mortgage or otherwise transfer encumber this Lease or any interest hereunderLease, or sublease nor sublet the Demised Premises, or any part thereof, whether voluntarily nor shall any assignment or transfer of this Lease be effectuated by operation of law; law or otherwise, without first obtaining any required jurisdictional approvals (bincluding, but not limited to, the U.S. Department of State) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall(whose consent shall not be unreasonably withheld, at Landlord’s optionconditioned or delayed). Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be wholly void and shall confer no rights upon any third parties. The consent of no effect. Landlord’s consent Landlord to any Transfer assignment, transfer, or subletting to any third party shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rental from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Landlord’s right Tenant of any covenant or obligation contained in this Lease, nor shall any assignment, transfer or subletting be construed to withhold its relieve Tenant from obtaining the consent in writing of Landlord to any future Transferfurther assignment or subletting. During the pendency of an existing, outstanding Event of Default hereunder, Tenant hereby assigns to Landlord may require as a condition to its consent to the rental due from any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations subtenant of Tenant hereunder; provided that the acceptance of and hereby authorizes each such subtenant to pay said rental directly to Landlord. Except with respect to a subletting or assignment permitted pursuant to Section 34.B below, Tenant shall reimburse Landlord for its reasonable attorneys’ fees and expenses incurred in reviewing any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by requested consent whether or not such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesconsent is granted.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent Lessee shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of assign this Lease or any transfer by operation of law): (a) assignLease, convey, mortgage or otherwise transfer this Lease or any interest hereundertherein, and shall not sublet the said Premises or any part thereof, or sublease any right or privilege appurtenant thereto, or cause any other person or entity, to occupy or use the Premises, or any part portion thereof, whether voluntarily without the advance written consent of Lessor. Notwithstanding the above, Lessee may, without the consent of Lessor, assign this Lease or by operation of law; sublet all or (b) permit the use any part of the Premises to a bona fide subsidiary or any part thereof by any person other than Tenant and its employeesaffiliate of Lessee, an entity in which or with which Lessee merges or an entity which acquires all or substantially all of the assets of Lessee (“Excepted Party”). Any such transfer, sublease assignment or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlordsubletting requiring Lessor’s consent to any Transfer made without Lessor’s consent shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger be void, and shall, at the option of Landlordthe Lessor, terminate this Lease. This Lease shall not, or shall any interest therein, be assignable, as to the interest of Lessee, by operation of law, without the written consent of Lessor. Notwithstanding Lessor’s obligation to provide reasonable approval, Lessor reserves the right to withhold its consent for any proposed sublessee or assignee of Lessee if the proposed sublessee or assignee is a user or generator of Hazardous Materials. If Lessee desires to assign its rights under this Lease or to sublet all or any existing part of the Premises to a party other than an Excepted Party, Lessee shall first notify Lessor of the proposed terms and conditions of such assignment or subletting. Lessor, at its sole option, shall have the right (i) to enter into a direct Lessor-lessee relationship with such party under such proposed terms and conditions, in which event Lessee shall be relieved of its obligations hereunder to the extent of the Lessor-lessee relationship entered into between Lessor and such third party, or (ii) to terminate the Lease and relieve Lessee of all Lease obligations occurring after the termination of the Lease. Notwithstanding the foregoing, Lessee may assign this Lease to an Excepted Party, provided there is no substantial reduction in the net worth of the resulting guarantor. Whether or not Lessor’s consent to a sublease or mayassignment is required, at in the option event of Landlordany sublease or assignment, operate as Lessee shall be and shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in the event of a default by an assignment to Landlord assignee or sublessee, Lessor may proceed directly against the original Lessee hereunder and/or any other predecessor of Tenant’s interest in any such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. If Lessee merges or sells substantially all of its assets and the net worth of the resulting entity is substantially less than that of Lessee, such subleasessale shall be a default under this Lease unless approved by Lessor.

Assignment and Subletting. 18.1 (i) That the Tenant shall notwill not assign this Lease in whole or in part, nor sublet all or any part of the Leased Premises, nor mortgage or encumber this Lease or the Leased Premises or any part thereof, nor suffer or permit the occupation of, or part with or share possession of, all or any part of the Leased Premises by any other person, firm or corporation (all of the foregoing being hereinafter referred to as a “transfer”) without the prior written consent of Landlordthe Landlord in each instance, which consent shall not be unreasonably withheld withheld, subject to the provisions of subparagraph (except that Landlord shall in no event be obligated to consent to an encumbrance ii) of this Lease or Paragraph 8(k). The consent by the Landlord to any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shallif granted, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its the necessity for such consent to any future Transfersubsequent transfer. This prohibition against a transfer is construed so as to include a prohibition against any transfer by operation of law and no transfer shall take place by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a transfer. If there is a permitted transfer of this Lease, the Landlord may require collect rent from the assignee, subtenant or occupant (all of the foregoing being hereinafter collectively referred to as the “transferee”), and apply the net amount collected to the Minimum Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a condition to its consent to any assignment transferee shall be deemed a waiver of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that covenant or the acceptance of any assignment the transferee as Tenant or a release of the Tenant for the further performance by the Tenant of the covenants or obligations on the part of the Tenant herein contained. Any document evidencing the Landlord’s consent to a transfer of this Lease Lease, if permitted or consented to by the applicable assignee Landlord shall automatically constitute be prepared by the assumption Landlord’s solicitors, and all legal fees with respect thereto shall be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall be subject to the Tenant causing any such assignee of transferee to promptly execute an agreement directly with the Landlord agreeing to be bound by all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of terms, covenants and conditions contained in this Lease as if such transferee had originally executed this Lease as Tenant. Notwithstanding that any such transfer is permitted or consented to by the Landlord, the Tenant or a mutual cancellation hereof shall be jointly and severally liable with the transferee upon this Lease and shall not work a merger be released from performing any of the terms, covenants and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest conditions contained in any or all such subleasesthis Lease.

Assignment and Subletting. 18.1 Tenant shall notnot (a) assign (whether directly or indirectly), in whole or in part. this Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation of law or otherwise, or (c) mortgage Tenant’s interest in either or both of the Premises and this Lease or pledge its interest in this Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through (d) above) the prior written consent of Landlord (and Landlord’s lender, if applicable), which consent shall not be unreasonably withheld (except or delayed. In making its determination to provide or withhold its consent, it shall be reasonable for Landlord to take into consideration both the business experience and the financial condition of the surviving entity that Landlord shall in no event be obligated to consent to an encumbrance constitute its tenant after the occurrence of this Lease or any transfer by operation of law): (a) assignthrough (d) above, conveyand Landlord may impose conditions precedent to the issuance of its consent (e.g. delivery of a guarantee or other collateral, mortgage whether in the form of a security deposit or otherwise transfer otherwise). Tenant shall not require Landlord’s permission and shall at all times have the right to assign this Lease lease to an entity in which Tenant has a 50% or more equity interest, or to a subsidiary where 50% or more of the outstanding stock, membership or partnership interest is owned by Tenant, or to an affiliate (any entity which controls, or is controlled by, or under common control with Tenant), or to a related entity (any entity in which Tenant or its subsidiary or affiliate – 7 – has at least 25% ownership interest), collectively a “Permitted Transfer”, provided however, that Tenant is not in default under this Lease. In no event shall any assignment or sublease ever release Tenant or any interest guarantor from any obligation or liability hereunder; and in the case of any assignment, Landlord shall retain all rights with respect to the Security. Any purported assignment, mortgage, transfer, pledge or sublease the Premisessublease, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transferas permitted herein, sublease or use described in the preceding sentence (a “Transfer”) occurring made without the prior written consent of Landlord shall, at (and Landlord’s optionlender, if applicable) shall be void absolutely null and void. No assignment of no effect. this Lease shall be effective and valid unless and until the assignee executes and delivers to Landlord (and Landlord’s consent lender. if applicable) any and all documentation reasonably required by Landlord (and Landlord’s lender, if applicable) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any Transfer documentation to Landlord pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event of any termination of this Lease. If this Lease is assigned, or if the Premises (or any part thereof) are sublet or used or occupied by anyone other than Tenant, whether or not constitute a in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of Landlord’s right to withhold its consent to any future Transferrights), collect Rent from the assignee, subtenant or occupant. Landlord may require as a condition to its consent to any In the event of an assignment of this Lease and the payment of consideration from the assignee to the Tenant in connection therewith, fifty percent (50%) of such consideration shall be paid to Landlord. With respect to the allocable portion of the Premises sublet, in the event that the assignee execute an instrument in which total rent and any other considerations received under any sublease by Tenant is greater than (on a pro rata and proportionate basis) the total Rent required to be paid, from time to time, under this Lease, Tenant shall pay to Landlord fifty percent (50%) of such assignee assumes excess as received from any subtenant and such amount shall be deemed a component of the remaining obligations of Tenant hereunder; provided that Additional Rent. In the acceptance event of any assignment or sublease, and regardless of whether such assignment or sublease occurs pursuant to this Lease by Section 8, the applicable assignee Guaranty (as hereinafter defined) shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof remain in full force and effect, and Guarantor’s liability thereunder shall not work a merger and shallbe diminished, at the option of Landlord, terminate all released or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesmodified.

Assignment and Subletting. 18.1 Tenant shall notnot voluntarily, involuntarily, or by operation of law, assign, transfer, pledge, mortgage, hypothecate, or otherwise encumber (herein collectively referred to as an “Assignment”) this Lease or any interest of Tenant herein, in whole or in part, nor sublet the whole or any part of the Demised Premises nor grant any license for any use therein without first obtaining in each and every instance the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld (except that withheld. Any consent by Landlord shall in no event be obligated to consent to an encumbrance of this Lease Assignment, subletting, use or any transfer occupancy by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease others shall be held to apply only to the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant specific transaction thereby authorized and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of the necessity for such Landlord’s right to withhold its consent to any future Transfersubsequent Assignment, subletting, use or occupancy by others. If Tenant causes this Lease or any interest herein to be assigned or if the Demised Premises or any part thereof be sublet, used or occupied by anyone other than Tenant without Landlord’s prior written consent having been obtained in advance thereof and in accordance with the provisions hereof, then Landlord may require as a condition to its consent in addition to any assignment other right or remedy it may have hereunder or at law or in equity may in its sole and absolute discretion collect sums due Landlord hereunder from the assignee, sublessee, licensee, user or occupant and apply the net amount collected to the rents herein reserved including, but not limited to, Base Annual Rent and Additional Charges, but no such assignment, subletting, use, licensing, occupancy or collection shall be deemed a waiver of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that covenant herein against Assignment, subletting, use or occupancy by others, or the acceptance of the assignee, subtenant, user, licensee or occupant as Tenant hereunder, or constitute a release of Tenant from the further performance by Tenant of any assignment of the terms and provisions of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesLease.

Assignment and Subletting. 18.1 11.01 Except as otherwise provided in this Article 11, Tenant shall notnot (a) assign this Lease (whether by operation of law, transfers of interests in Tenant or otherwise); or (b) mortgage or encumber Tenant’s interest in this Lease, in whole or in part; or (c) sublet, or permit the subletting of, the Premises or any part thereof; or (d) permit the Premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise by any person other than Tenant. Tenant shall not advertise or authorize a broker to advertise for a subtenant or assignee, without in each instance, obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld (except or delayed. Landlord agrees that Landlord shall in no event be obligated to consent to an encumbrance of Tenant is entering into this Lease or any transfer by operation for itself and the benefit of law): certain of its affiliated entities, as described below (a) assign“Affiliated Entities”), convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of and therefore the Premises or any part thereof may be used by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring Affiliated Entities without the separate prior written consent of Landlord shallthe Landlord, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment delivers prior written notice to Landlord of the occupancy by the Affiliated Entities and the identity of the Affiliated Entities, and further provided that (a) Tenant does not separately demise the space used by the Affiliated Entities and the Affiliated Entities shall utilize with Tenant one common entryway to the Premises as well as certain shared central services, such as reception, photocopying and the like; (b) the Affiliated Entities shall not occupy, in the aggregate, more than 10% of the rentable area in the Premises; (c) the Affiliated Entities operate their business in the Premises for the Permitted Use and for no other purpose; and (d) the business of the Affiliated Entities is suitable for the Building considering the business of other tenants and the Building’s prestige. If any Affiliated Entities occupy any portion of the Premises as described herein, it is agreed that (i) the Affiliated Entities must comply with all provisions of this Lease, and a Default by any Affiliated Entities shall be deemed a Default by Tenant under this Lease; (ii) all notices required of Landlord under the Lease shall be sent only to Tenant in accordance with the terms of the Lease, and in no event shall Landlord be required to send any notices to any Affiliated Entities; (iii) in no event shall any such occupancy or use by the Affiliated Entities release or relieve Tenant from any of its obligations under the Lease; (iv) the Affiliated Entities and their employees, contractors and invitees visiting or occupying space in the Premises shall be deemed contractors of Tenant for purposes of Tenant’s interest indemnification obligations in Section 13 of this Lease; and (v) if the Affiliated Entities pay Rent for the Premises directly to Landlord, Landlord, at its option, may accept the Rent and the Rent shall be considered to be for the account of Tenant and applied against the Rent owed by Tenant as deemed appropriate by Landlord. Neither the occupancy of any portion of the Premises by the Affiliated Entities, nor the payment of any Rent directly by the Affiliated Entities shall be deemed to create a landlord and tenant relationship between Landlord and the Affiliated Entities, and, in all instances, Tenant shall be considered the sole tenant under the Lease. As used herein, an entity shall be deemed to be an Affiliated Entity of Tenant if such entity controls, is controlled by, or all such subleasesis under common control with, Tenant.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer assign this Lease or any interest herein or in the Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises by any party other than Tenant. Consent to one or more such transfers or subleases shall not destroy or waive this provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, whether directly, indirectly or by operation of law, or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party if such proposed assignment, subletting or use would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building or would contravene the provisions of Article 13 of this Lease. Sublessees or transferees of the Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant (or any guarantor of Tenant's obligations hereunder) of any liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in the Tenant shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or transfer of a controlling interest in the capital stock of Tenant, whether in a single transaction or in a series of transactions, shall be deemed a voluntary assignment of this Lease and subject to the foregoing provisions. Landlord may, as a prior condition to considering any request for consent to an assignment or sublease, require Tenant to obtain and submit current financial statements of any proposed subtenant or assignee and such other financial documentation relative to the proposed subtenant or assignee as Landlord may reasonably require. In the event Landlord consents to an assignment or sublease, Tenant shall pay to Landlord a fee to cover Landlord's accounting costs plus any legal fees actually incurred by Landlord as a result of the assignment or sublease (not to exceed $1,000.00). The consent of Landlord to any proposed assignment or sublease may be withheld by Landlord in its sole and absolute discretion. Any consideration, in excess of the Rent and other charges and sums due and payable by Tenant under this Lease, paid to Tenant by any assignee of this Lease for its assignment, or by any sublessee under or in connection with its sublease, or otherwise paid to Tenant by another party for use and occupancy of the Demised Premises or any portion thereof (after deducting Tenant's reasonable costs associated therewith, including brokerage fees, attorneys' fees and remodeling costs), shall be promptly remitted by Tenant to Landlord as additional rent hereunder and Tenant shall have no right or claim thereto as against Landlord. No assignment of this Lease consented to by Landlord shall be effective unless and until Landlord shall receive an original assignment and assumption agreement, in form and substance satisfactory to Landlord, signed by Tenant and Tenant's proposed assignee, whereby the assignee assumes due performance of this Lease to be done and performed for the balance of the then remaining Lease Term of this Lease. No subletting of the Demised Premises, or any part thereof, whether voluntarily shall be effective unless and until there shall have been delivered to Landlord an agreement, in form and substance satisfactory to Landlord, signed by Tenant and the proposed sublessee, whereby the sublessee acknowledges the right of Landlord to continue or terminate any sublease, in Landlord's sole discretion, upon termination of this Lease, and such sublessee agrees to recognize and attorn to Landlord in the event that Landlord elects under such circumstances to continue such sublease. Upon Landlord's receipt of a request by operation of law; Tenant to assign this Lease or (b) any interest herein or in the Demised Premises or to transfer or sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any person party other than Tenant and its employees. Any such transferTenant, sublease Landlord shall exercise in writing one of the following options: (a) to terminate this Lease as to the portion of the Demised Premises proposed to be assigned or use described in the preceding sentence sublet; (a “Transfer”b) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s to consent to any Transfer shall not constitute a waiver of Landlord’s right the proposed assignment or sublease, subject to withhold its the other terms and conditions set forth in this Article 21; or (c) to refuse to consent to any future Transferthe proposed assignment or sublease, which refusal shall be deemed to have been exercised unless Landlord gives Tenant written notice providing otherwise. Landlord may require as a condition agrees to its consent respond to any assignment such request within ten (10) days after receipt of this Lease that the assignee execute such request, together with such information as may be reasonably necessary to enable Landlord to make an instrument in which informed decision with respect to such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignmentrequest. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesSee Special Stipulation No. 5.

Assignment and Subletting. 18.1 Landlord shall have the right to transfer and assign in whole or in part, by operation of law or otherwise, its rights and obligations hereunder whenever Landlord, in its sole judgment, deems it appropriate without any liability to Tenant, and Tenant shall notattorn to any party to which Landlord transfers its rights and obligations hereunder or the Building. Any sale, conveyance or transfer of the Building or Project will operate to release Landlord from liability from and after the effective date of such sale, conveyance, transfer or assignment upon all of the covenants, terms and conditions of this Lease, express or implied, except for those liabilities that arose during such Landlord’s ownership of the Project prior to the effective date of such sale, conveyance, transfer or assignment. After such effective date, Tenant will look solely to Landlord’s successor in interest in and to this Lease. Tenant shall not assign, transfer, mortgage, pledge or otherwise encumber this Lease, or any interest herein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or permit any other party to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord’s consent shall not be considered unreasonably withheld if: (except that i) the proposed subtenant’s or assignee’s financial responsibility or insurance does not meet the same criteria Landlord shall in no event be obligated uses to consent to select comparable Building tenants; (ii) the proposed subtenant’s or assignee’s business is not suitable for the Building considering the business of the other tenants and the Building’s prestige; (iii) the proposed use is inconsistent with the Authorized Use permitted by Section 3; or (iv) the proposed subtenant or assignee is an encumbrance occupant of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderthe Building, or sublease if the proposed subtenant or assignee, whether or not an occupant of the Building, is in discussions with Landlord regarding the leasing of space within the Building. Whether or not Landlord consents to any proposed assignment or subletting of any portion of the Premises, Tenant shall timely pay Landlord’s review and processing fee of $750.00 (“Sublease/Assignment Processing Fee”) in addition to any reasonable professional fees (including, without limitation, legal, architectural, engineering, and consulting fees) incurred by Landlord in connection with such proposed assignment or subletting (“Sublease/Assignment Professional Fees”). The Sublease/Assignment Processing Fee shall be paid by Tenant simultaneously with each request by Tenant to assign or sublease any part thereof, whether voluntarily or by operation of law; or (b) permit the use portion of the Premises or any part thereof by any person other than Tenant and its employeesPremises. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord The Sublease/Assignment Professional Fees shall, at Landlord’s option, be void and of no effect. paid by Tenant (a) prior to Landlord’s denial or execution of a consent to any Transfer the proposed assignment or subletting or (b) within ten (10) days of Tenant’s receipt of an invoice from Landlord for such fees. Any subletting of the Premises or assignment of the Lease by Tenant in violation of the provisions of this Section 38 shall not constitute a waiver Default. A “Change in Control” of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment Tenant shall be deemed for purposes of this Lease that the assignee execute to constitute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by Tenant which shall require the applicable assignee consent of Landlord and entitle Landlord to exercise its options as provided hereunder. As used in this Section, a “Change in Control” shall automatically constitute be deemed to have occurred when: (x) any person, after the assumption by date hereof, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting interests or equity interests of Tenant and immediately after such assignee acquisition such person is, directly or indirectly, the Beneficial Owner of voting or equity interests representing 50% or more of the total voting interest or equity interest of all of the remaining then-outstanding equity interests or voting interests of Tenant; (y) the stockholders, partners, members or other equity holders of Tenant shall approve a merger, consolidation, recapitalization, or reorganization of Tenant, or consummation of any such transaction if equity holder approval is not sought or obtained; or (z) the stockholders, partners, members or other equity holders of Tenant shall approve a plan of complete liquidation of Tenant or an agreement for the sale or disposition by Tenant of all or a substantial portion of such entity’s assets (i.e., 50% or more of the total assets of such entity). If Tenant desires to assign this Lease or sublease the Premises, Tenant shall provide Landlord notice in writing at least sixty (60) days in advance of the date on which Tenant desires such assignment or sublease to take effect. Tenant’s notice shall include (A) the name and address of the proposed subtenant or assignee; (B) the nature of the proposed subtenant’s or assignee’s business it will operate in the Premises; (C) the terms of the proposed sublease or assignment; and (D) reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee. Landlord shall, within thirty (30) days after receiving such information, give notice to the Tenant to (i) permit or deny the proposed sublease or assignment or (ii) terminate this Lease as to the space so affected as of the date specified in Tenant’s notice (and as to option (ii) only, Tenant will be relieved of all further obligations hereunder as to the terminated space). Notwithstanding an assignment or subletting (i) subleases and assignments by Tenant shall be subject to the terms of this Lease; (ii) Tenant shall remain liable for all of the obligations of “Tenant” under this Lease; (iii) consent to one sublease or assignment does not waive the consent requirement for future assignments or subleases; and (iv) fifty percent (50%) of the consideration received by Tenant from an assignment or sublease that accrue following exceeds the amount Tenant must pay Landlord hereunder, excluding reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of improvements made to the Premises at Tenant’s cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Tenant directly related to Tenant’s obtaining an assignee or sublessee, shall also be paid to Landlord. Tenant shall pay such assignmentamount to Landlord at the beginning of each calendar month. The voluntary Landlord shall have the right to audit Tenant’s books and records to verify the accuracy of the payments under this Section. If Tenant has sublet the Premises, and thereafter a Default occurs hereunder, Landlord may proceed to collect any rent thereafter becoming due to Tenant under the sublease directly from the subtenant; in which event such collected rent shall be applied by Landlord to the Rent due from Tenant to Landlord hereunder; provided, however, that the collection of rent from Tenant’s subtenant shall not create a privity of contract between Landlord and such subtenant. If the proposed sublessee or other surrender assignee is approved by Landlord and Tenant fails to enter into the sublease or assignment with the approved sublessee or assignee within ninety (90) days after the date Tenant submitted its proposal to Landlord, then Landlord’s approval shall expire, and Tenant must comply again with the conditions of this Lease Section. Notwithstanding the giving by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option Landlord of Landlord, terminate all or its consent to any existing sublease or mayassignment with respect to the Premises, at no sublessee or assignee may exercise any renewal options, expansion options, rights of first refusal or similar rights except in accordance with a separate written agreement entered into directly between the option Landlord and such sublessee or assignee provided Tenant continues to be liable for the performance of Landlordall obligations hereunder, operate as an assignment to Landlord increased or otherwise affected by the exercise of Tenant’s such rights. Tenant may not exercise any renewal options, expansion options, rights of first refusal or similar rights under this Lease if Tenant has assigned all of its interest in any or all such subleasesthis Lease.

Assignment and Subletting. 18.1 Tenant Lessee shall notnot transfer or assign (whether by instrument or operation of law, or if applicable, by withdrawal, sale, gift, exchange, change in partnership ownership or membership, chance in stock ownership, merger, consolidation, dissolution or reorganization of any type) this Lease or any right or privilege of Lessee hereunder without the prior written consent of LandlordLessor. Lessor, which in its sole discretion, may refuse to give its consent to any proposed transfer or assignment. Except as hereinafter provided, Lessee shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of sublet the Premises or any building built thereon or part thereof by thereof, or any person right or privilege appurtenant thereto, nor permit nor suffer any party other than Tenant and its employees. Any such transfer, sublease Lessee to use or use described in occupy the preceding sentence (a “Transfer”) occurring Premises or any portion thereof without the prior written consent of Landlord shallLessor, at Landlord’s optionin Lessor's sole discretion, subject to the use of the Premises by the public. Any transfer, assignment, or subletting without the prior written consent of Lessor shall be void ab initio and shall at the option of no effectLessor terminate this Lease. Landlord’s Lessor's consent to a transfer, assignment, or subletting, or to any Transfer use or occupancy by a party other than Lessee, shall not invalidate or constitute a waiver of Landlord’s right this provision, and each subsequent use and occupancy by a party other than Lessee shall likewise be made only with the prior written consent of Lessor. Notwithstanding the foregoing, Lessee shall have the right, without Lessor's consent, to withhold enter into lease/management or management agreements respecting the operation of the Premises as long as any such agreement expressly provides for its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment automatic expiration upon the expiration or earlier termination of the Term of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesLease.

Assignment and Subletting. 18.1 10.1 Neither this Lease nor any part hereof, nor the interest of Tenant in any sublease or the rentals thereunder shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant, Tenant’s legal representatives or successors in interest, and neither the Premises, nor any part thereof, nor any of Tenant’s Property shall notbe encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized by anyone other than Tenant, without the prior written consent of Landlord. A transfer of more than 50% in interest of Tenant (whether stock, which consent partnership interest or otherwise), whether in a single transaction or a series of related or unrelated transactions, shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to deemed an encumbrance assignment of this Lease Lease. Any assignment, sublease, mortgage, pledge, encumbrance or any transfer by operation Tenant in contravention of law): (a) assign, convey, mortgage or otherwise transfer this Article X shall be void. If this Lease or any interest hereunderbe assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof be sublet or occupied by any person anybody other than Tenant, Landlord may, after the occurrence of an Event of Default, collect rent from the assignee. subtenant or occupant, and apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or an acceptance of the assignee, subtenant or occupant as tenant under this Lease, or a release of Tenant and its employeesfrom the further performance by Tenant of covenants on the part of Tenant herein contained. Any such transfer, sublease The consent by Landlord to an assignment or use described subletting shall not in any way be construed to relieve Tenant from obtaining the preceding sentence (a “Transfer”) occurring without the prior written express consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any further assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasessubletting.

Assignment and Subletting. 18.1 (a) Tenant shall notnot sublet any part of the Premises, nor assign this Lease or any interest herein, nor, once any such sublet or assignment is consented to by Landlord, amend or modify the terms of such sublet or assignment, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. No sublessee (except that or Tenant, on behalf or for the benefit of a sublessee) shall have the right to exercise any extension or renewal of Term, or any right to expand or otherwise increase the size of the Premises. Landlord shall in no event be obligated to may deny consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, assignment or sublease if the Premisescreditworthiness of the proposed assignee or sublessee could not service the proposed sublet rent or assignment costs. Additionally, neither Tenant nor any other person having an interest in the possession, use, occupancy or any part thereof, whether voluntarily or by operation of law; or (b) permit the use utilization of the Premises shall enter into any lease, sublease, license, concession, assignment or any part thereof other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person other than Tenant and its employeesor entity from the Premises leased, used, occupied or utilized. Any such transferpurported lease, sublease sublease, license, concession, assignment or use described other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the preceding sentence (possession, use, occupancy or utilization of any part of the Premises. If such a “Transfer”) occurring without sublease is entered into, neither the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent rental payable thereunder nor the amount thereof passed on to any Transfer person or entity shall not constitute a waiver of Landlord’s right to withhold its consent to have deducted therefrom any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary expenses or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest costs related in any or all way to the subleasing of such subleasesspace.

Assignment and Subletting. 18.1 10.1 The Tenant shall not, without hereby acknowledges that the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of has entered into this Lease or any transfer by operation because of law): the Tenant's financial strength, good will, ability and expertise and that, accordingly, this Lease is one which is personal to the Tenant, and agrees for itself and its successors and assigns in interest hereunder that it will not (a) assignassign any of its rights under this Lease, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) make or permit the use any total or partial sale, lease, sublease, assignment, conveyance, license, mortgage, pledge, encumbrance or other transfer of any or all of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease the occupancy or use described thereof (each of which is hereinafter referred to as a "Transfer"), without first obtaining the Landlord's written consent thereto (which consent may be given or withheld in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shallLandlord's sole discretion and, at Landlord’s optionif given, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future subsequent such Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease , whether by the applicable assignee person hereinabove named as "the Tenant" or by any such transferee). The Landlord shall automatically constitute be entitled, at its sole discretion, to condition any such consent upon the assumption entry by such assignee person into an agreement with (and in form and substance satisfactory to) the Landlord, by which it assumes all of the Tenant's obligations hereunder. Any person to whom any Transfer is attempted without such consent shall have no claim, right or remedy whatsoever hereunder against the Landlord, and the Landlord shall have no duty to recognize any person claiming under or through the same. No such action taken with or without the Landlord's consent shall in any way relieve or release the Tenant from Liability for the timely performances of all of the remaining Tenant's obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleaseshereunder.

Assignment and Subletting. 18.1 Tenant agrees that it shall notnot assign, sublet, mortgage, hypothecate, or encumber this Lease, nor permit or allow the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, Landlord in each instance which consent shall not unreasonably be unreasonably withheld (except that Landlord shall or delayed. The actions described in no event be obligated the foregoing sentence are referred to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of collectively herein as "Transfers." If the Premises or any part thereof be sublet or occupied by any person anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved; but no Transfer, occupancy, or collection shall be deemed a waiver of the provisions hereof, the acceptance of the subtenant or occupant as tenant, or a release of Tenant and from the further performance hereunder by Tenant. The consent by Landlord to a Transfer shall not relieve Tenant from obtaining the Landlord's express written consent to any further Transfer. In no event shall any permitted sublessee assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer in each instance which shall not constitute be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Tenant shall have a waiver of Landlord’s one-time right to withhold its consent assign the entire Premises to any future Transfer. a company in which Tenant is a significant (i.e. more than 20%) shareholder without Landlord's prior consent, provided that (a) Tenant agrees that such assignment will not void the personal guarantee which is attached to this Lease as EXHIBIT E and (b) Tenant shall provide to Landlord may require concurrently with such assignment reasonably satisfactory evidence of (i) Tenant's majority ownership of assignee and (ii) a financial strength on the part of such assignee which is at least equal to that of Tenant as a condition to its consent to any assignment of the Commencement Date of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesLease.

Assignment and Subletting. 18.1 (a) Tenant shall notnot voluntarily or by operation of law, (1) mortgage, pledge, hypothecate or encumber this Lease or any interest herein, (2) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be withheld unreasonably withheld as set forth below in this Paragraph 23, provided that Tenant is not then in Default under this Lease nor is any event then occurring which with the giving of notice or the passage of time, or both, would constitute a Default hereunder. Except in connection with an offering of shares to the public on a nationally recognized exchange, a transfer of greater than a fifty percent (except 50%) interest (whether stock, partnership interest, membership interest or otherwise) of Tenant, either in one (1) transaction or a series of transactions shall be deemed to be an assignment under this Lease. Notwithstanding anything to the contrary contained in Paragraph 23(a), Tenant may, subject to Landlord’s prior written consent, but without Landlord’s having any rights pursuant to clause (1) or (2) of Paragraph 23(b) below, and without the payment of any amounts pursuant to this Paragraph 23, sublet the Premises or assign this Lease to a Tenant Affiliate, provided that (i) Tenant shall give not less than five (5) business days’ prior written notice thereof to Landlord (to the extent such notice is permitted by applicable Law), (ii) Tenant shall in no event continue to be fully obligated under this Lease, (iii) any such assignee or sublessee shall expressly assume and agree to consent to an encumbrance perform all the terms and conditions of this Lease or any transfer to be performed by operation of law): Tenant (a) assignbut with respect to a sublease, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use only with respect to that portion of the Premises or any part thereof by any person other than Tenant that is the subject of the sublease and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining excluding all rental obligations of Tenant hereunder; provided that ), and (iv) such Tenant Affiliate has a tangible net worth (determined in accordance with GAAP) equal to or greater than the acceptance tangible net worth of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all Tenant as of the remaining obligations date of Tenant that accrue following such the proposed assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shallAs used herein, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.“

Assignment and Subletting. 18.1 Tenant shall notmay sublet or permit the Premises or any part thereof (excluding the roof area or portions thereof) to be used or occupied by others, without only with the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld (except that Landlord withheld, conditioned or delayed, and any such sublease, or permission for occupancy without such consent shall in no event be obligated to consent to an encumbrance voidable at the option of Landlord. If this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderis assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof is sublet or occupied by any person party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of Tenant's default, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant set forth herein. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant, the assignee or the subtenant from obtaining the express consent in writing of Landlord to any further assignment or subletting or to release Tenant from any liability, whether past, present, or future, under this Lease or from any liability under this Lease because of Landlord's failure to give notice of default by Tenant (or by the assignee or subleases pursuant to the assumption agreement described below) under any of the terms, covenants, conditions, provisions or agreements or this Lease. A transfer of control of Tenant shall be deemed an assignment under this Lease and its employees. Any such transfershall be subject to all of the provisions of this Article, sublease or use described in including but not limited to the preceding sentence (a “Transfer”) occurring without the requirement of obtaining Landlords prior written consent, unless Tenant at the time of the proposed transfer is then a publicly held corporation. Notwithstanding the foregoing, no consent shall be required for an assignment or subletting by Tenant to any subsidiary of Tenant, its affiliate or related company. Furthermore, Tenant shall retain any profits, which result from an assignment or sublease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay rent and to perform all its other obligations under this Lease unless otherwise agreed by the parties in writing. Moreover, Tenant shall indemnify and hold Landlord shallharmless for any acts or omissions by an assignee or subtenant. Each transferee, at other than Landlord’s option, shall assume all obligations of Tenant under this Lease and shall be void liable jointly and severally with Tenant for the payment of no effectall rent and for the due performance of all of Tenant's obligations under this Lease. Landlord’s No transfer shall be binding upon Landlord unless any document memorializing the transfer is delivered to Landlord and, if the transfer is an assignment or sublease, both the assignee/subtenant and Tenant deliver to Landlord an executed document which contains: (i) a covenant of assumption by the assignee/subtenant, and (ii) an indemnification agreement by Tenant, both reasonably satisfactory in substance and form to Landlord and consistent with the requirements of this Article; provided that, the failure of the assignee/subtenant or Tenant to execute the instrument of assumption shall not release either from any obligation under this Lease. The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or be a consent to any Transfer transfer. Consent by Landlord to one or more transfers shall not constitute operate as a waiver of Landlord’s right or estoppel to withhold its consent to any the future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease enforcement by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesits rights under this Lease.

Assignment and Subletting. 18.1 Tenant shall notnot assign this Lease or sublet the whole or any part of the Leased Premises, or permit any other persons, including concessionaires or licensees, to occupy the same without the prior written consent of Landlord, which . Such consent shall not be unreasonably withheld (except that Landlord shall implied from references in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assignto assignees, conveysublessees, mortgage or otherwise transfer this Lease or any interest hereunderconcessionaires, or sublease the Premises, or any part thereof, whether voluntarily or licensees. The consent by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer assignment or subletting shall not constitute a waiver of the requirement for such consent to any subsequent assignment or subletting. Any such assignment or subletting, even with the consent of Landlord, shall not relieve Tenant from liability for payment of rent or other sums herein provided or from the performance of any other obligations under this Lease until the later of the second lease year or one (1) year after the assignment or sublease with the consent of Landlord. The acceptance of rent from any other person shall not be deemed to be a waiver of any other provisions of this Lease or a consent to the assignment of this Lease or the subletting of the Leased Premises. Any transfer of this Lease by operation of law (including, but not limited to, a transfer as a result of a merger, consolidation, or liquidation of Tenant if Tenant is not an individual) shall constitute an assignment for purposes of this Lease. An assignment shall include any sale or transfer, whether by operation of law or otherwise, of fifty percent (50%) or more of the ownership of an entity, or in the event the present owner(s) shall, singly or collectively, cease to own, directly or indirectly, the controlling interest in the voting ownership of Tenant and shall include, in the case of limited liability companies and partnerships, any change in the Manager or General Partner. Without in any way limiting Landlord’s right to withhold its consent refuse to any future Transfer. Landlord may require as a condition to its give consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s reasonable opinion the proposed use of the Leased Premises or quality of merchandising operation in the Leased Premises or the Facility is or may be in any way adversely affected, if the financial worth of the proposed assignee or subtenant is less than that of Tenant or if the value of the Leased Premises has changed or will change in such a manner that the proposed assignment or sublease is contrary to the interests of or unacceptable to Landlord. Tenant agrees to reimburse Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subletting, licensing or concession agreement, change of ownership or hypothecation of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesand to the Leased Premises.

Assignment and Subletting. 18.1 Tenant 9.01 Subject to the further provisions of this Article 9, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord, which consent shall not Landlord in each instance. If this lease be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderassigned, or sublease if the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Demised Premises or any part thereof be underlet or occupied by any person anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant and from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord's prior written consent of Landlord shall, at Landlord’s option, in each instance which will be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require granted or deemed on the same basis as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease similar request by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 14.1 Tenant shall not, not assign this Lease nor sublet all or any part of the Leased Premises without the prior written consent of Landlord. Any attempted assignment, which consent subletting, transfer or encumbrance by Tenant in violation of this Paragraph shall not be unreasonably withheld void. Upon the occurrence of an Event of Default (except that Landlord shall as defined below), if all or any part of the Leased Premises are then sublet, Landlord, in no event be obligated addition to consent to an encumbrance of any other remedies provided by this Lease or any transfer provided by operation law, may, at its option, collect directly from the subtenant all Rent becoming due to the Tenant by reason of law): the subletting. Notwithstanding the foregoing, Tenant may, without Landlord's consent, (ai) assign, convey, assign this Lease in connection with a sale of all or substantially all of its assets or all or substantially all of its assets relating to the business conducted by Tenant on the Premises; or (ii) mortgage or otherwise transfer pledge its leasehold interest in this Lease to its current or any future lender(s) (and such mortgagee or pledgee may, without Landlord’s consent, foreclose on or otherwise transfer their interest hereunderor title herein, or sublease the Premiseshave Tenant transfer its interest or title herein in lieu of foreclosure or similar proceedings, to a successor mortgagee or pledgee or a third-party purchaser). Notwithstanding any subletting, mortgaging, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof any collection of sums by Landlord from any assignee or subtenant, or for any other action or reason whatsoever, Tenant shall not work a merger and shall, at remain fully liable for the option performance of Landlord, terminate all or any existing sublease or may, at covenants in this Lease to be performed by the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases“tenant” during the Lease Term.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall The interest conveyed by this Agreement may not be unreasonably withheld (assigned or transferred in whole, except that Landlord shall upon sale of the Hangar, as provided elsewhere in no event this Agreement. No assignment or transfer in whole may be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assignmade, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether either voluntarily or by operation of law; , without County’s prior written consent, which will not be unreasonably withheld, but will be conditioned on the assignee’s or (b) permit transferee’s compliance with all terms of this Agreement, including, but not limited to, the use provisions relating to sale of the Premises Hangar and registration of aircraft and aircraft and hangar ownership. The interest conveyed by this Agreement may not be transferred in part, sublet, assigned, or any part thereof otherwise encumbered, either voluntarily or by any person other than Tenant operation of law, without County’s prior written consent, which will not be unreasonably withheld, but will be conditioned on the assignee’s or sublessee’s compliance with all terms of this Agreement, including, but not limited to, the provisions relating to sale of the Hangar and its employeesregistration of aircraft and aircraft and hangar ownership, and County’s prior written approval of a written sublease. Any such transfersublease must incorporate all terms of, sublease and be subordinate to, this Agreement. Any attempt to transfer or use described assign this Agreement without compliance with this section is void and will constitute a default. DOCUMENT PROCESSING FEE As required by the Rent and Fee Schedule, Lessee must pay a Document Processing Fee for the drafting or processing of tenant-initiated documents relating to this Agreement, including, but not limited to, any amendment, consent, change of ownership, or other approval or modification. County-initiated documents are exempt from the processing fee. DEFAULT OR BREACH Except as otherwise provided, at any time one party to this Agreement is in default or breach in the preceding sentence (a “Transfer”) occurring without performance of any of its terms or conditions, the prior other party must give written consent of Landlord shallnotice to remedy the default or breach. If the default or breach is not remedied within 30 calendar days following such notice, the other party may, at Landlord’s its option, be void and terminate this Agreement. The enumeration in this Agreement of no effectvarious grounds for default does not mean that such enumerated grounds are the only grounds for default. Landlord’s consent to any Transfer shall Termination as provided in this Section does not constitute a waiver of Landlord’s right damages or any other remedy available to withhold its consent to any future Transfereither party because of such default. Landlord may require as a Each term and condition to its consent to any assignment of this Lease that Agreement is both a covenant and a condition. IMMEDIATE TERMINATION The County may terminate this Agreement immediately, at any time and without prior written notice, in the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance event Lessee violates any federal, state, or local law, rule, regulation, or lawful instruction of any assignment Department of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary Airports servant or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesagent.

Assignment and Subletting. 18.1 Tenant Lessee, for and in consideration of this Lease and the demise of the said premises, hereby agrees and covenants with Lessor that neither Lessee nor Lessee's heirs, personal representatives, assigns, or successors in interest shall notassign this Lease or sublet the said demised premises, in whole or in part, without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld (except Lessor therefor: that Landlord shall in no event be obligated to consent to an encumbrance assignment of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use subletting of the Premises said demised premises, in whole or any part thereof in part, shall be valid, except by any person other than Tenant and its employees. Any such transfer, sublease or use described in with the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shallLessor first obtained; that the consent of Lessor to any such assignment or subletting shall not operate to discharge Lessee or Lessee's heirs, at Landlord’s optionpersonal representatives, be void assigns, or successors in interest from their liability upon the agreements and covenants of this Lease, and Lessee, Lessee's personal representatives, assigns, and successors in interest shall remain liable for the full and complete performance of all the terms, conditions, covenants, and agreements herein contained as principals and not as guarantors or sureties, to the same extent as though no effect. Landlord’s assignments or sublease had been made; that any consent of Lessor to any such assignment or subletting shall not operate as a consent to any Transfer shall not constitute further assignment or subletting or as a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any this covenant and agreement against assignment of this Lease and subletting; and that the following any such assignment or subletting, the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease and/or sublettee shall be bound by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary terms, conditions, covenants, and agreements herein contained including the covenant against assignment or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasessubletting.

Assignment and Subletting. 18.1 (a) Tenant shall notnot (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not may be unreasonably withheld in the discretion of Landlord. The transfer of more than five percent (except that Landlord shall 5%) of the membership interests of Tenant or the transfer of five percent (5%) or more of the capital stock of the owner of Tenant or the corporate Guarantor, however accomplished, and whether in no event a single transaction or in a series of related or unrelated transactions, will be obligated to consent to deemed an encumbrance assignment of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or such sublease requiring the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent in each instance. Any transfer by Xxxx Xxxxxx of his interest in Tenant or if Xxxx Xxxxxx ceases to any Transfer shall not constitute be the [manager] of Tenant will be deemed a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any prohibited assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of Lease. Any prohibited assignment or subletting or any assignment of this Lease by the applicable assignee or subletting without Landlord’s consent shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger be void, and shall, at the option of Landlord, terminate all constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or any existing sublease or may, at the option of waiver by Landlord, operate nor as an assignment to Landlord a release of Tenant’s interest in , but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or all such subleasesuse by another person.

Assignment and Subletting. 18.1 Tenant Resident shall notnot sublet, sell, assign, or otherwise transfer, voluntarily or by operation of law, this Sublease Agreement (or Resident’s rights or interests hereunder), the Premises, the Residence, or any portion of such rights or interests without the Landlord’s prior written consent; provided, however, that after proper application and upon Landlord’s written consent, a Resident may be authorized to transfer his or her interest in the Residence to a member of Resident’s “immediate family” for no consideration. Landlord reserves the right to either approve or deny any application to a member of a Resident’s “immediate family”. For purposes of this Sublease, “immediate family” shall be defined as Resident’s parents, spouse, and children. Except as otherwise authorized in this Sublease, and in the Rules regarding the annual or vacation rental of Residences, Resident shall not permit any other person to occupy the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver as may be required hereunder may be withheld in the sole and absolute discretion of Landlord’s right to withhold its consent to any future Transfer, with or without cause. Landlord may require as a condition to its consent to any assignment of this Lease that In the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all event one or more of the remaining obligations foregoing occurs, without Landlord’s consent, such shall be an event of Tenant that accrue following such assignment. The voluntary default and the Landlord, in addition to all rights herein granted, or other surrender of this Lease by Tenant at law or a mutual cancellation hereof in equity, shall not work a merger and shall, at have the option of terminating the Sublease upon thirty (30) days written notice to Resident and/or the assignee. In the event Resident is a partnership, corporation, limited liability company, or similar entity, the transfer of a majority ownership interest therein, however accomplished, shall be deemed as transfer hereunder requiring the Landlord’s prior written approval, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest which may be withheld in any or all such subleasesits sole discretion.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) ASSIGNMENT OR SUBLEASE: Tenant shall not assign, conveymortgage, mortgage encumber or otherwise transfer this Lease or any interest hereunder, or sublease nor sublet the Premises, whole or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises without in each case first obtaining Landlord's prior written consent, such consent is not to be unreasonably withheld, conditioned, or any part thereof by any person other than Tenant and delayed except: (1) Landlord may withhold its employees. Any such transferconsent if (i) in Landlord's judgment the nature of the proposed occupant, sublease its business, experience or use described reputation in the preceding sentence community is not consistent with the maintenance or operation of a first-class office building, or (a “Transfer”ii) occurring without the prior written consent nature of the proposed occupant or its business is likely to cause disturbance to the normal use and occupancy of the Building; (2) Landlord shall, at Landlord’s option, be void may withhold in its absolute and of no effect. Landlord’s sole discretion consent to any Transfer shall not constitute a waiver mortgage, hypothecation, pledge, or other encumbrance of Landlord’s right to any interest in this Lease or the Premises by Tenant or any subtenant; (3) Landlord may withhold its consent to the extent it deems necessary to comply with any future Transferrestriction on use of the Premises, the Building, or the Land contained in any applicable laws or in any lease, mortgage, or other agreement or instrument by which the Landlord is bound or to which any of such property is subject; provided, however, that Landlord shall provide to Tenant a complete and accurate copy of the applicable portions of such agreement or instrument. Landlord may require No such assignment, subletting or other transfer shall relieve Tenant of any liability under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a condition to its waiver of the necessity for consent to any subsequent assignment, subletting or transfer. No subtenant may assign its sublease without Landlord's consent. Each request for an assignment or subletting must be accompanied by a Processing Fee of $500 in order to reimburse Landlord for expenses, including attorneys fees, incurred in connection with such request ("Processing Fee"). Tenant shall provide Landlord with copies of all assignments, subleases and assumption instruments. Tenant may without Landlord's prior consent assign this Lease Lease, in whole or in part, and may lease all or any part of the Premises, to (a) a parent or subsidiary of Tenant, the entity with which or into which Tenant may merge (whether or not Tenant is the survivor of that merger), an entity that is controlled by, controls or is under common control with Tenant, or an entity which acquires all of Tenant's assets; (b) so long as Tenant (as assignor or sublessor) is and remains principally and primarily liable for the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of under this Lease, and any assignment of assignee expressly assumes Tenant's obligations under this Lease by a written assignment provided to Landlord. For purposes of this Section 17, the applicable assignee shall automatically constitute term "control" means the assumption by such assignee of all possession, direct or indirect, of the remaining obligations power to direct or cause the direction of Tenant that accrue following such assignment. The voluntary the management and policies of a person or other surrender entity, or majority ownership of this Lease any sort, whether through the ownership of voting securities, by Tenant contract or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesotherwise.

Assignment and Subletting. 18.1 17.1 Subject to the terms of Section 17.8 below, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.

Assignment and Subletting. 18.1 Tenant shall notA. Sublessee, without the prior written consent of Landlordfor itself, which consent its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (ai) assign, conveymortgage, mortgage or otherwise transfer encumber this Lease Sublease or any interest of its rights or estates hereunder, (ii) sublet the Premises or sublease any part thereof, or (iii) suffer, or permit, the Premises, or any part thereof, whether voluntarily to be used or occupied by operation others, without the prior written consent of law; Sublessor in each instance, which consent shall not he unreasonably withheld, conditioned or (b) permit delayed. Sublessee shall reimburse Sublessor, as Additional Rent upon demand, for the use costs and expenses incurred by Sublessor in connection with any proposed assignment or sublease, including, without limitation, reasonable legal costs incurred in connection with the granting of any requested consent. If this Sublease be assigned, or if the Premises or any part thereof be sublet or occupied by any person anybody other than Tenant Sublessee. Sublessor may, after default by Sublessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rent and Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, subtenant, or occupant as Sublessee, or a release of Sublessee from the further performance by Sublessee of covenants on the part of Sublessee herein contained. Sublessor’s consent to an assignment or subletting shall not, in any way, be construed to relieve Sublessee from obtaining Sublessor’s express written consent to any further assignment or subletting. In no event shall any permitted sublessee assign or encumber its employees. Any such transfersublease, sublease further sublet all or use described in any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space, or an part thereof, to be used or occupied by others, without the Sublessor’s prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleaseseach instance.

Assignment and Subletting. 18.1 Provided that, at all times, (i) no Event of Default (as defined in Section 13.1. ) under this Lease has occurred and is continuing; (ii) the sublease is expressly subject and subordinate to this Lease; and (iii) Tenant shall notremain primarily liable for all of Tenant’s obligations under this Lease, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease Tenant may sublet the Premises, in whole or any part thereofin part, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to (“Permitted Subleases”). Upon any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of sublease or upon any assignment of this Lease by Tenant, Tenant shall remain primarily liable to Landlord for timely payment and performance of all Rent and other obligations under this Lease. Tenant agrees to promptly notify Landlord in writing of all Permitted Subleases the applicable assignee Tenant enters into under this Lease. Landlord may accept Rent, Additional Rent, and any other sums that may become due under this Lease directly from any subtenant as agent for Tenant and require attornment of such subtenant in the event that this Lease is terminated or fails for any reason whatsoever. Notwithstanding anything contained herein to the contrary, Landlord’s consent shall automatically constitute not be required for, and nothing shall prohibit or restrict any leasehold mortgage entered into by Tenant, or any assignment of this Lease or subletting of a part or the assumption whole of the Premises by such assignee Tenant: (i) to an affiliate of Tenant; (ii) in conjunction with any consolidation, reorganization, merger, acquisition, or private placement involving Tenant or any of its affiliate(s); (iii) to any corporation or other business entity purchasing all or substantially all of the remaining obligations assets of Tenant that accrue following such assignment. The voluntary or any of its affiliate(s); or (iv) in conjunction with any offering, sale, listing, redemption, hypothecation, conversion, exchange, transfer or other surrender similar disposition of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease portion of the membership interests of Tenant or may, at the option any of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesits affiliate(s).

Assignment and Subletting. 18.1 Landlord shall have the right to transfer and assign in whole or in part, by operation of law or otherwise, its rights and obligations hereunder whenever Landlord, in its sole judgment, deems it appropriate without any liability to Tenant, and Tenant shall notattorn to any party to which Landlord transfers its rights and obligations hereunder or the Building. Any sale, conveyance or transfer of the Building or Project will operate to release Landlord from liability from and after the effective date of such sale, conveyance, transfer or assignment upon all of the covenants, terms and conditions of this Lease, express or implied, except for those liabilities that arose prior to the effective date of such sale, conveyance, transfer or assignment. After such effective date, Tenant will look solely to Landlord’s successor in interest in and to this Lease. Tenant shall not assign, transfer, mortgage, pledge or otherwise encumber this Lease, or any interest herein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or permit any other party to occupy or use the Premises, or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. The Landlord’s consent shall not be considered unreasonably withheld if: (except that i) the proposed subtenant’s or assignee’s financial responsibility or insurance does not meet the same criteria Landlord shall uses to select comparable Building tenants; (ii) the proposed subtenant’s or assignee’s business is not, in no event be obligated to consent to the Landlord’s reasonable good faith judgment, suitable for the Building considering the business of the other tenants and the Building’s prestige; (iii) the proposed use is inconsistent with the Authorized Use permitted by Section 3; or (iv) the proposed subtenant or assignee is an encumbrance occupant of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderthe Building, or sublease if the proposed subtenant or assignee, whether or not an occupant of the Building, is in discussions with Landlord regarding the leasing of space within the Building. Whether or not Landlord consents to any proposed assignment or subletting of any portion of the Premises, Tenant shall timely pay Landlord’s review and processing fee of $750.00 (“Sublease/Assignment Processing Fee”) in addition to any reasonable professional fees (including, without limitation, legal, architectural, engineering, and consulting fees) incurred by Landlord in connection with such proposed assignment or subletting not to exceed $2,500.00 (“Sublease/Assignment Professional Fees”). The Sublease/Assignment Processing Fee shall be paid by Tenant simultaneously with each request by Tenant to assign or sublease any part thereof, whether voluntarily or by operation of law; or (b) permit the use portion of the Premises or any part thereof by any person other than Tenant and its employeesPremises. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord The Sublease/Assignment Professional Fees shall, at Landlord’s option, be void and of no effect. paid by Tenant (a) prior to Landlord’s denial or execution of a consent to any Transfer the proposed assignment or subletting or (b) within ten (10) days of Tenant’s receipt of an invoice from Landlord for such fees. Any subletting of the Premises or assignment of the Lease by Tenant in violation of the provisions of this Section 38 shall not constitute a waiver Default. A “Change in Control” of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment Tenant shall be deemed for purposes of this Lease that the assignee execute to constitute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by Tenant which shall require the applicable assignee consent of Landlord and entitle Landlord to exercise its options as provided hereunder. As used in this Section, a “Change in Control” shall automatically constitute be deemed to have occurred when: (x) any person, after the assumption by date hereof, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting interests or equity interests of Tenant and immediately after such assignee acquisition such person is, directly or indirectly, the Beneficial Owner of voting or equity interests representing 50% or more of the total voting interest or equity interest of all of the remaining then-outstanding equity interests or voting interests of Tenant; (y) the stockholders, partners, members or other equity holders of Tenant shall approve a merger, consolidation, recapitalization, or reorganization of Tenant, or consummation of any such transaction if equity holder approval is not sought or obtained; or (z) the stockholders, partners, members or other equity holders of Tenant shall approve a plan of complete liquidation of Tenant or an agreement for the sale or disposition by Tenant of all or a substantial portion of such entity’s assets (i.e., 50% or more of the total assets of such entity). If Tenant desires to assign this Lease or sublease the Premises, Tenant shall provide Landlord notice in writing at least thirty (30) days in advance of the date on which Tenant desires such assignment or sublease to take effect. Tenant’s notice shall include (A) the name and address of the proposed subtenant or assignee; (B) the nature of the proposed subtenant’s or assignee’s business it will operate in the Premises; (C) the terms of the proposed sublease or assignment; and (D) reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee. Landlord shall, within twenty (20) days after receiving such information, give notice to the Tenant to (i) permit or deny the proposed sublease or assignment or (ii) terminate this Lease as to the space so affected as of the date specified in Tenant’s notice (and as to option (ii) only, Tenant will be relieved of all further obligations hereunder as to the terminated space). If Landlord does not give notice within the thirty (30) day period, then Landlord shall be deemed to have consented to the sublease or assignment upon the terms provided in Tenant’s notice. Notwithstanding an assignment or subletting (i) subleases and assignments by Tenant shall be subject to the terms of this Lease; (ii) Tenant shall remain liable for all of the obligations of “Tenant” under this Lease; (iii) consent to one sublease or assignment does not waive the consent requirement for future assignments or subleases; and (iv) fifty percent (50%) of the consideration received by Tenant from an assignment or sublease that accrue following exceeds the amount Tenant must pay Landlord hereunder, excluding reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of improvements made to the Premises at Tenant’s cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Tenant directly related to Tenant’s obtaining an assignee or sublessee, shall also be paid to Landlord. Tenant shall pay such assignmentamount to Landlord at the beginning of each calendar month. The voluntary Landlord shall have the right to audit Tenant’s books and records to verify the accuracy of the payments under this Section. If Tenant has sublet the Premises, and thereafter a Default occurs hereunder, Landlord may proceed to collect any rent thereafter becoming due to Tenant under the sublease directly from the subtenant; in which event such collected rent shall be applied by Landlord to the Rent due from Tenant to Landlord hereunder; provided, however, that the collection of rent from Tenant’s subtenant shall not create a privity of contract between Landlord and such subtenant. If the proposed sublessee or other surrender assignee is approved by Landlord and Tenant fails to enter into the sublease or assignment with the approved sublessee or assignee within ninety (90) days after the date Tenant submitted its proposal to Landlord, then Landlord’s approval shall expire, and Tenant must comply again with the conditions of this Section. Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Premises, no sublessee or assignee may exercise any renewal options, expansion options, rights of first refusal or similar rights except in accordance with a separate written agreement entered into directly between the Landlord and such sublessee or assignee provided Tenant continues to be liable for the performance of all obligations hereunder, as increased or otherwise affected by the exercise of such rights. Tenant may not exercise any renewal options, expansion options, rights of first refusal or similar rights under this Lease by if Tenant has assigned all of its interest in this Lease excepting transfers as set forth in the following paragraph of this Section 38. Notwithstanding the foregoing, Tenant may assign this Lease or sublease part or all of the Premises without Landlord’s consent to: (i) any corporation, limited liability company, or partnership that controls, is controlled by, or is under common control with, Tenant at the Commencement Date; or (ii) any corporation or limited liability company resulting from the merger or consolidation with Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate to any entity that acquires all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any assets as a going concern of the business that is being conducted on the Premises; provided however, the assignor remains liable under the Lease and the assignee or all such subleasessublessee is a bona fide entity and assumes the obligations of Tenant, is as creditworthy as the Tenant, and continues the same Authorized Use as provided under Section 3 of this Lease.

Assignment and Subletting. 18.1 Tenant shall notnot sublet the Leased Premises or any part thereof, nor assign this Lease or any interest therein, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld (except that Landlord withheld, conditioned or delayed), and shall in no event be obligated to consent to an encumbrance of this Lease not suffer or permit any assignment or transfer by operation of law): (a) assign, convey, mortgage law or otherwise transfer of the estate or interest of Tenant in the Leased Premises acquired in, by or through this Lease (and the transfer of the shares of stock of Tenant, a publicly traded company, shall not be deemed to be such an assignment or transfer). Any request by Tenant to assign or sublease shall be in writing and accompanied by (i) a true copy of the proposed documents of assignment or subletting, and (ii) information respecting the responsibility, reputation, financial condition and business of the proposed assignee or subtenant. Such request shall create in Landlord an option to terminate this Lease as to the portion of the Leased Premises covered by the request and if terminated by Landlord shall reduce Tenant's obligations hereunder in proportion to the portion so terminated. Said option must be exercised within twenty (20) days after receipt of such request, and if exercised, Landlord shall not thereafter lease all or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use portion of the Premises Building to the proposed assignee or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in sub-tenant during the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment remaining term of this Lease that Lease. Notwithstanding any consent by Landlord to an assignment or subletting, the Tenant shall remain jointly and severally liable (along with each approved assignee execute an instrument in which such assignee assumes the remaining or subtenant who shall automatically become liable for all obligations of Tenant hereunder; provided that ) and Landlord shall be permitted to enforce the acceptance of any assignment provisions of this Lease by instrument directly against the applicable undersigned Tenant and/or assignee or subtenant without proceeding in any way against any other person. In the event that Tenant shall automatically constitute assign or sublet the assumption by such assignee of all Leased Premises with Landlord's consent for a rental in excess of the rent provided for herein, then, notwithstanding any other provision contained in this Lease to the contrary, Tenant shall pay to Landlord as Additional Rent hereunder fifty percent (50%) of such "excess" rent actually received (and Tenant shall be entitle to keep the remaining obligations 50% of such "excess" rent). In determining whether the rental is in excess of the rent provided for herein, however, there shall be no Tenant that accrue following Improvement Allowance in connection with any such work. Tenant's actual and reasonable out-of-pocket costs and expenses associated with the sublease and/or assignment. The voluntary , including brokerage fees, fit-up costs, legal fees and rent concessions, shall be deducted from the rent or other surrender of this Lease by Tenant consideration received or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesbe received.

Assignment and Subletting. 18.1 Tenant shall notSublessee may not assign this Sublease, sublet the Subleased Premises, transfer any interest of Sublessee therein or permit any use of the Subleased Premises by another party (collectively, "Transfer"), without the prior written consent of Landlord, which Sublessor (Sublessor's consent not to be unreasonably withheld) and Master Lessor. A consent to one Transfer shall not be unreasonably withheld (except that Landlord shall in no event deemed to be obligated to a consent to an encumbrance any subsequent Transfer. Any Transfer without such consent shall be void and, at the option of Sublessor, shall terminate this Lease Sublease. Sublessor's waiver or consent to any transfer by operation assignment or subletting shall be ineffective unless set forth in writing, and Sublessee shall not be relieved from any of law): (a) assign, convey, mortgage or otherwise transfer its obligations under this Lease or any interest Sublease unless the consent expressly so provides. In addition to the Fixed Rent and Additional Rent hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use Sublessee hereby covenants and agrees to pay to Sublessor all rent and other consideration which it receives which is in excess of the Premises or any part Fixed Rent payable hereunder within ten (10) days following receipt thereof by any person other than Tenant and its employeessublessee. Any such transferNotwithstanding the foregoing, sublease or use described in the preceding sentence (a “Transfer”) occurring Sublessee may, without the prior written consent of Landlord shallSublessor, at Landlord’s option, be void but subject to the consent of Master Lessor and of no effect. Landlord’s consent subject to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all Section 28 of the remaining obligations Master Lease, to "Permitted Transferees" as defined in Section 28.A of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesMaster Lease.

Assignment and Subletting. 18.1 Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease assign or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer encumber this Lease or any interest hereunderherein, or sublease sublet the Premises, Leased Premises or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Leased Premises or any part thereof by any person other than Tenant, without Landlord’s prior. If this Lease is assigned, or the Leased Premises or any part thereof are sublet or occupied by any person other than Tenant, Landlord may collect rent from such assignee, subtenant or occupant, and apply the net amount collected to Rental, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the requirement for consent, or acceptance of such assignee, subtenant or occupant as tenant, or a release of Tenant from further performance by Tenant of the terms, covenants, conditions and its employeesprovisions hereof. Any such transferNotwithstanding any assignment, sublease or use described occupancy by others, Tenant shall remain fully liable hereunder, and shall not be released from performing any term, covenant, condition or provision hereof. If this Lease is assigned, or the Leased Premises are sublet or occupied by someone other than Tenant, and such assignee, subtenant or occupant is required by Tenant to pay an amount in excess of the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shallamount required to be paid hereunder by Tenant to Landlord, at then such excess amount shall be Landlord’s option, property and Rental shall be void and of no effect. Landlord’s consent deemed to any Transfer shall not constitute a waiver of Landlord’s right be raised to withhold its consent an amount that equals the amount agreed to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption be paid by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary assignee, subtenant or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesoccupant.

Assignment and Subletting. 18.1 Tenant Lessee shall notnot assign this Lease nor sublet all or any part of the Leased Premises, except to an affiliate entity of common ownership and business, without the prior first securing Lessor’s written consent of Landlordconsent, which consent shall not be unreasonably withheld withheld. In the event of an assignment or subletting, the assignee and/or sublessee shall first assume in writing all of the obligations of Lessee under this Lease (except provided, however, that Landlord with respect to a sublease of less than all of the Leased Premises, the sublessee shall only be required to assume those obligations applicable to the part of the Leased Premises being subleased, and in no the event of a sublease for less than the remaining balance of the Lease Term, the sublessee shall only be obligated to consent assume those obligations that accrue during the term of the sublease) and, in the event of subletting, Lessee shall, for the full Lease Term, continue to an encumbrance be jointly and severally liable with such sublessee for the payment of rents and the performance of all obligations required of Lessee under this Lease Lease. Lessee shall have the right, subject to Lessor’s consent, which shall not be unreasonably withheld or delayed, to sublease or assign all or any transfer by operation portion of law): the Leased Premises and any portion of any space subsequently leased, at any time during the initial term and renewal option period(s). Lessee shall split all profits 50/50 with Lessor for all profits that arise out of an assignment or sublet with a third party sub lessee. Lessee shall have the right to assign or sublease all or any portion of the premises to (a) assignan entity resulting from a merger or consolidation with the company, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit an entity succeeding to the use business and or (c) any subsidiary or affiliate of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasescompany.

Assignment and Subletting. 18.1 16.01 Tenant shall will not, voluntarily or by operation of law, assign, sell, convey, sublet or otherwise transfer all or any part of Tenant's right or interest in this Lease, or allow any other person or entity to occupy or use all or any part of the Premises (collectively called "Transfer") without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employeeswithheld. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring Transfer without the prior written consent of Landlord shallshall be void. Without limiting the generality of the definition of "Transfer," it is agreed that each of the following shall be deemed a "Transfer" for purposes of this Article 16: (a) an entity other than Tenant becoming the tenant hereunder by merger, consolidation, or other reorganization; and (b) a transfer of any ownership interest in Tenant (unless Tenant is an entity whose stock is publicly traded). Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at Landlord’s optionlaw or equity to terminate this Lease, be void and on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Tenant shall provide to Landlord all information requested by Landlord concerning a Transfer. In no effectevent shall Tenant mortgage, encumber, pledge or assign for security purposes all or any part of its interest in this Lease. Landlord’s Regardless of whether consent to by Landlord is granted in connection with any Transfer, no Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to release Tenant from any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant obligation or liability hereunder; provided that Tenant shall remain primarily liable to pay all rent and other sums due hereunder to Landlord and to perform all other obligations hereunder. Similarly, no Transfer, with or without the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option consent of Landlord, terminate all shall release any guarantor from its obligations under its guaranty. Upon any assignment or sublease, any existing sublease rights, options or mayopportunities granted to Tenant hereunder to extend or renew the Term, at to shorten the option of LandlordTerm, operate as an assignment or to Landlord of Tenant’s interest in any or all such subleaseslease additional space shall be null and void.

Assignment and Subletting. 18.1 Tenant Section 13.1 (a) Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall notnot assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of each instance. If this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunderis assigned, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of if the Premises or any part thereof are sublet or occupied by any person anybody other than Tenant, or if this Lease or the Premises or Tenant’s personal property are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions hereof, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its employees. Any such transfer, sublease or use described in further sublet all or any portion of its sublet space, or otherwise suffer or permit the preceding sentence (a “Transfer”) occurring sublet space or any part thereof to be used or occupied by others, without the Landlord’s prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment the provisions of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee Article 13 shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesbe void.

Assignment and Subletting. 18.1 (a) Tenant shall not, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld withheld, conditioned or delayed in the case of an assignment or subletting or mortgaging), (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (ai) assign, convey, convey or mortgage or otherwise transfer this Lease or any interest hereunder, hereunder except to an Affiliate (hereinafter defined) who is not a Prohibited Entity (hereinafter defined); (ii) suffer to occur or sublease the Premisespermit to exist any assignment of this Lease to an entity which is not an Affiliate ("Non-Affiliate"), or any part thereoflien upon Tenant's interest hereunder, whether voluntarily voluntarily, involuntarily or by operation of law; (iii) sublet the Premises or any part thereof to a Non-Affiliate, (biv) permit the use of the Premises or any part thereof by any person parties other than Tenant Tenant, its Affiliates and its their respective employees. Any such transferaction on the part of Tenant without Landlord's consent, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, shall be void and of no effect. Landlord’s 's consent to any Transfer assignment, subletting or transfer or any assignment, subletting or transfer permitted in this Paragraph 15, or Landlord's election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Landlord's consent to any assignment, subletting or other act or occurrence requiring Landlord's consent shall not constitute a waiver of Landlord’s 's right to withhold its consent to any future Transferassignment, subletting or act or occurrence requiring Landlord's consent. Without limitation of the circumstances in which Landlord's withholding of consent to an assignment or subletting shall not be unreasonable, it shall not be unreasonable for Landlord may require as a condition to withhold its consent if the reputation, financial responsibility, or business of the proposed assignee or subtenant is unsatisfactory to Landlord (in the exercise of Landlord's reasonable discretion), or if Landlord deems (in the exercise of Landlord's reasonable discretion) such business to be not consonant with that of other tenants in the Building, or if the intended use by the proposed assignee or subtenant conflicts with any commitment made by Landlord to any other tenant in the Building, or if in Landlord's reasonable judgment the assignment of this Lease that or subletting will have financial consequences material adverse to Landlord's interest, or if the proposed assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or subtenant is a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesProhibited Entity.

Assignment and Subletting. 18.1 Tenant shall not, without may sublet the Premises in whole or in part with the prior written consent approval of Landlord as well as the Landlord under the Master Lease, PROVIDED, HOWEVER, that any rent paid by the tenant under any sublease over and above the Rent owed by Tenant to Landlord under this Lease shall be paid over to Landlord at the time that rent is due Tenant under any sublease. Landlord, which consent 's permission shall not be unreasonably withheld (except withheld. Tenant shall remain responsible for performance of each and every provision in this Lease and the Master Lease. Landlord shall have the right to assign, transfer and convey all or any part of its interest in this Lease or in the Premises. Landlord's obligations to Tenant shall cease wholly or partly, as the case may be, as of the effective date of such assignment, transfer or conveyance, PROVIDED, HOWEVER, that Landlord shall in no all events transfer to any such assignee or transferee Tenant's security deposit and provide Tenant with a notice confirming such transfer of security deposit, countersigned by the assignee or transferree, and, provided Landlord has so transferred Tenant's security deposit, Tenant shall thereafter look solely to the assignee, transferee or purchaser thereof. In the event be obligated to consent to an encumbrance of this Lease any such assignment, transfer or any transfer by operation conveyance of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, all or any part thereofof Landlord's interest herein, whether either voluntarily or by operation involuntarily, as a result of law; a foreclosure of any mortgage or (b) permit deed of trust, or otherwise, Tenant hereby agrees to attorn to, and become the use Tenant of the Premises any assignee, successor in interest or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver purchaser of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s 's interest in any or all such subleasesherein.

Assignment and Subletting. 18.1 Tenant shall not, Lessee agrees that it will not assign this ------------------------- Lease or sublet more than fifty percent (50%) of the Leased Premises without the prior express written consent of LandlordLessor, which consent shall not be unreasonably withheld (except that Landlord or delayed; except, Lessee shall have the absolute right to sublet, assign or otherwise transfer its interest in this Lease to any parent or operating subsidiary of Lessee, or subsidiary of the parent of Lessee, affiliate, or to a corporation/company with which Lessee may merge or consolidate, or be acquired by, without Lessor's approval, written or otherwise; provided, in no event be obligated to consent to an encumbrance shall such subletting, assignment or transfer release Lessee from its obligations under this Lease. As used herein the term "affiliate" means a corporation controlling, controlled by or under common control with Lessee. Lessee is not restricted in any manner from a change in control or change in shareholders, directors, management or organization of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the PremisesLessee, or any part thereofsubsidiary, whether voluntarily affiliate or by operation associate of law; Lessee, or (b) permit to the use issuance, sale, purchase or disposition of the Premises shares of Lessee, or any part thereof subsidiary, affiliate or associate of Lessee. However, that the parties acknowledge that Lessor may withhold such consent if the proposed assignee or subtenant is involved in any way with hazardous waste or environmental contaminants and will store, treat or hold same on the Leased Premises for any length of time. In the event of a permitted subletting or assignment, Lessee shall remain liable to Lessor for all the rentals called for under the terms of this Lease, and for the performance of all covenants herein to be performed by any person other than Tenant Lessee. Lessee shall fully disclose to Lessor the sublease terms and conditions and, as may be requested by Lessor or its employeesMortgagee from time to time, Lessee shall provide information of the status and terms of the sublease within seven (7) days from receipt from Lessor of such request. Any such transferFurthermore, sublease or use described for the Initial Term of this Lease, in the preceding sentence (event of a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any permitted subletting or assignment of this Lease that the assignee execute Leased Premises for an instrument amount in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all excess of the remaining obligations total amount to be paid by Lessee hereunder, Lessee agrees to pay to Lessor as Additional Rent an amount equal to fifty (50%) percent of Tenant the excess rent received by Lessee from its assignee or subtenant after deduction of expenses directly related to the assignment or subletting and the payment of utilities, taxes and the like by Lessee with respect to the portions of the Leased Premises that accrue following such assignment. The voluntary are sublet or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesassigned.

Assignment and Subletting. 18.1 (a) Tenant shall not, without the prior written consent of Landlord, which such consent shall of Landlord not to be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer by operation of law): (a) assigndelayed, convey, mortgage or otherwise transfer assign this Lease or any interest hereunder, herein or sublease in the Demised Premises, or mortgage, pledge, encumber, hypothecate or otherwise transfer or sublet the Demised Premises or any part thereofthereof or permit the use of the Demised Premises by any party other than Tenant. Consent to one or more such transfers or subleases shall not destroy or waive this provision, and all subsequent transfers and subleases shall likewise be made only upon obtaining the prior written consent of Landlord. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, whether voluntarily directly, indirectly or by operation of law; , or (b) sublet the Demised Premises or any part thereof or permit the use of the Demised Premises or any part thereof by any party (i) if the proposed assignee or subtenant is a party who would (or whose use would) detract from the character of the Building as a first-class building, such as, without limitation, a dental, medical or chiropractic office or a governmental office, (ii) if the proposed use of the Demised Premises shall involve an occupancy rate of more than one (1) person other than Tenant and its employees. Any per 150 square feet of Rentable Floor Area within the Demised Premises, (iii) if the proposed assignment or subletting shall be to a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity (unless Landlord is, at such transfertime, sublease leasing space in the Building to such entity), or (iv) if such proposed assignment, subletting or use described would contravene any restrictive covenant (including any exclusive use) granted to any other tenant of the Building. At Landlord's option, sublessees or transferees of the Demised Premises for the balance of the Lease Term shall become directly liable to Landlord for all obligations of Tenant hereunder, without relieving Tenant (or any guarantor of Tenant's obligations hereunder) of any liability therefor, and Tenant shall remain obligated for all liability to Landlord arising under this Lease during the entire remaining Lease Term including any extensions thereof, whether or not authorized herein. If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in the preceding sentence (Tenant shall be deemed a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any voluntary assignment of this Lease that and subject to the assignee execute an instrument foregoing provisions, unless such involves a transaction in which the successor or surviving entity, subject to and assuming this Lease, has a net worth equal to or greater than the predecessor entity and will be utilizing the Demised Premises for a purpose substantially similar to the use of the predecessor, and in any event Tenant shall provide notice to, but does not have to obtain the prior consent of Landlord, concerning such assignee assumes transaction. If Tenant is a corporation (including a limited liability company), any dissolution, merger, consolidation or other reorganization of Tenant, or the remaining obligations sale or transfer of Tenant hereunder; provided that a controlling interest in the acceptance capital stock of any Tenant, shall be deemed a voluntary assignment of this Lease by and subject to the applicable assignee shall automatically constitute foregoing provisions, unless such involves a transaction in which the assumption by such assignee of all successor or surviving entity, subject to and assuming this Lease, has a net worth equal to or greater than the predecessor entity had as of the remaining obligations date of Tenant that accrue following such assignment. The voluntary or other surrender execution and delivery of this Lease by Tenant or all parties hereto, and will be utilizing the Demised Premises for a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.purpose substantially

Assignment and Subletting. 18.1 Tenant Lessee shall notnot assign this lease, or any interest therein, and shall not sublet the demised premises or any part thereof, or any right of privilege appurtenant thereto, or permit any other person (the agents and servants of Lessee excepted) to occupy or use the demised premises, or any portion thereof, without first obtaining the written consent of Lessor, which consent shall not unreasonably be withheld and provided, however, that Lessee shall be entitled to assign or sublet the premises to a subsidiary, or other banking/financial institution as hereinafter set forth. Consent by Lessor to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without the prior written consent of Lessor shall be void, and shall, at the option of Lessor terminate this lease. Neither this lease nor any interest therein shall be assignable, as to the interest of Lessee, by operation of law, without the prior written consent of Landlord, which consent Lessor. Lessor shall not be unreasonably withheld (except that Landlord shall in no event be obligated to withhold consent to an encumbrance assignment or sublease. Lessee shall be entitled to sublet, assign, and/or transfer this Lease, without Lessor’s prior consent, to a parent corporation, subsidiary, affiliated firm or entity or the surviving corporation in the event of a merger, reorganization or sale of assets reorganization to which Lessee shall be a party; provided, however, that such parent corporation, subsidiary, affiliated firm or entity or the surviving corporation shall conduct the same business from the subject premises and shall in writing expressly assume all of the provisions, convenants, and conditions of this Lease or any transfer by operation of law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease on the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant to be kept and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following such assignment. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleasesperformed.

Assignment and Subletting. 18.1 (a) Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Landlord shall in no event be obligated to consent to an encumbrance of this Lease or any transfer whether by operation of law): (a) law or otherwise, assign, conveytransfer, mortgage hypothecate or otherwise transfer encumber this Lease or any interest hereunderherein and shall not sublet or permit the use by others of the Premises or any portion thereof without obtaining in each instance Landlord's prior written consent, which consent Landlord shall not unreasonably withhold or delay. Without limiting the foregoing prohibition, in no event shall Tenant assign this Lease or any interest herein, or sublease sublet the Premises, Premises or any part thereof, whether voluntarily thereof or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant party, and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to may withhold its consent to any future Transfer. Landlord may require requested assignment or subletting (and the withholding of consent shall be conclusively deemed to be reasonable), (i) if the proposed assignee or subtenant is a party who would (or whose use would) detract from the character of the Building as a condition first-class office building, (ii) if the proposed assignment or subletting shall be to its a governmental subdivision or agency or any person or entity who enjoys diplomatic or sovereign immunity, or (iii) if such proposed assignment, subletting or use would contravene any restrictive covenant affecting the Building (including any exclusive use) granted to any other tenant of the Building). Landlord's consent to one assignment, sublease, transfer or hypothecation shall not be deemed as a consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the remaining obligations of Tenant that accrue following other or further assignment, sublease, transfer or hypothecation. Any such assignment. The voluntary , sublease, transfer or other surrender of this Lease by Tenant or a mutual cancellation hereof hypothecation without Landlord's prior written consent shall not work a merger be void and shall, at the option Landlord's option, constitute a default under this Lease. No acceptance by Landlord of Landlord, terminate all any rent or any existing sublease other sum of money from any assignee, sublessee or mayother category of transferee shall release Tenant from any of its obligations hereunder or be deemed to constitute Landlord's consent to any assignment, at the option of Landlordsublease, operate as an assignment to Landlord of Tenant’s interest transfer or hypothecation, and in any event, Tenant shall remain primarily liable on this Lease for the entire Term hereof and shall in no way be released from the full and complete performance of all the terms, conditions, covenants and agreements contained herein. Notwithstanding the above, in no event shall Tenant install, paint, affix or all such subleasesplace any sign(s) on or about the Premises, Building or Park advertising or giving notice that the Premises are available "for lease", "for sublease", "for rent" or the like.