Common use of Assignment or Subletting Clause in Contracts

Assignment or Subletting. 6.1 Tenant shall not assign, mortgage, pledge, encumber, or hypothecate this Lease or any interest herein (directly, indirectly, voluntarily or involuntarily, by operation of law, or otherwise) or sublet the Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers.

Assignment or Subletting. 6.1 Tenant shall Except for a Permitted Transfer, as defined below, Lessee covenants and agrees that it will not sell, assign, sublease, mortgage, pledge, encumber, pledge or hypothecate otherwise transfer or encumber (collectively “Transfer”) this Lease or any interest herein (directlyrights, indirectlyinterests or estates created by this Lease or all or any portion of the Leased Premises, either voluntarily or involuntarilyby operation of law or allow any third party to mine on the Leased Premises under any form of agreement or contract, without having first obtained the written consent of Lessor (which may be arbitrarily withheld). Provided, however, that the prohibitions in the preceding paragraph are subject to the following Permitted Transfers. Any Transfer to an affiliate of Lessee herein is a Permitted Transfer. An entity is an affiliate if more than 51% of the equity interests and voting power of the entity to which this Lease is being transferred is owned or controlled by the same individual or individuals who owned or controlled more than 51% of the equity interests and voting power of Lessee at the time of execution of this Lease. Any Transfer to a Reputable and Prudent Coal Mining Company is a Permitted Transfer. A Reputable and Prudent Coal Mining Company shall mean any entity, or its parent or affiliate that over the three years immediately preceding the date of such Permitted Transfer (i) has produced not less than 5 million tons of coal whether directly and/or indirectly through its wholly owned subsidiaries or contract miners or predecessor companies on an annualized basis; (ii) has not filed a voluntary bankruptcy proceeding or been declared a bankrupt; (iii) has not been blocked by any governmental authority from holding any necessary mining permits; (iv) is not known to have forfeited any leases for coal reserves as a result of uncured defaults under such leases and (v) has a net worth of $25,000,000 or more on a consolidated basis. Any Transfer to an exchange traded public company is a Permitted Transfer. Any Transfer to an entity in which the individual or individuals owning Lessee at the time of the execution of this Lease contribute Lessee to allow the successor entity to issue shares to the public in a public offering is a Permitted Transfer. Any Transfer to a lender or group of lenders to Lessee wherein Lessee is pledging or encumbering its leasehold interest in this lease as security for or in return for the loan and said loan or financing is in an amount in excess of $10,000,000, is a Permitted Transfer; provided, however, that the lender may not subsequently Transfer such interests to any entity other than a Reputable and Prudent Coal Mining Company. Provided further, however, that for the purposes of any transfer by a lender, a Reputable and Prudent Coal Mining Company shall include any entity, or its parent or affiliate that satisfies clauses (ii), (iii) and (iv) above and has produced not less than 2 million tons of coal whether directly and/or indirectly through its wholly owned subsidiaries or contract miners or predecessor companies on an annualized basis and over the three years prior had average gross revenues from the sale of coal of $5 million or more. A “Transfer of Control” of Lessee or its permitted transferee (determined in accordance with the preceding provisions of this Section 8), either voluntarily or by operation of law, shall constitute a Transfer of the Lease under this section. “Transfer of Control” as used in the foregoing shall include an outright sale, assignment or otherwisetransfer of sufficient membership interests to vest more than 50% of Lessee’s membership interests (or the equity interests or voting power in its permitted transferee) in persons or sublet entities who are different than those persons or entities which directly own more than 50% of Lessee’s membership interests as of the Premises effective date of this Lease (or with respect to a permitted transferee, those persons or entities which directly own more than 50% of the equity interests or voting power of such permitted transferee as of the effective date of such permitted Transfer). Accordingly, a Transfer of Control shall have occurred whenever more than 50% of Lessee’s membership interests (or the equity interests or voting power in its permitted transferee) shall become subject to the direct ownership of a person or entity or group of related persons or entities who are different than those persons or entities which directly own Lessee’s membership interests as of the effective date of this Lease (or with respect to a permitted transferee, those persons or entities which directly own more than 50% of the equity interests or voting power of such permitted transferee as of the effective date of such permitted Transfer). Notwithstanding anything herein to the contrary, a sale, assignment or transfer of any part thereofor all of the voting power or equity interests in any parent entity that directly or indirectly owns Lessee shall not constitute a prohibited assignment hereunder nor require Lessor’s consent. In the case of an assignment, Lessee will first obtain and present to Lessor a covenant of assumption by the assignee, wherein such assignee expressly agrees to and with Lessor to assume and be bound by all of the covenants, terms, conditions and provisions hereof to the same extent as if said assignee had been named as the original Lessee. Any such Transfer, Transfer of Control or Permitted Transfer shall not relieve Lessee from its obligations to comply with all the covenants, terms, conditions and provisions of this Lease, unless otherwise agreed in writing by Lessor. In the event Lessor consents to any Transfer or Transfer of Control, such consent shall not relieve Lessee and/or any transferee, assignee, sublessee, etc. from securing Lessor’s written consent to any further Transfer or Transfer of Control, other than a Permitted Transfer, nor shall any such consent be construed as a consent to any further transfer or Transfer of Control, other than a Permitted Transfer, or permit as a waiver of any portion of this section or of Lessor’s rights hereunder. Upon the use occurrence of the Premises by anyone other than Tenant any such Transfer without the prior written consent approval of Landlord first being obtained. If Tenant is a corporation or a partnershipLessor, Lessor shall have the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and by serving written notice of its election so to exercise all other remedies available to Landlord under this Lease and at lawdo. The provisions Any direct or indirect Transfer or Transfer of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date Control in violation of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling Section 8 shall be null and void and shall have no force or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealerseffect.

Assignment or Subletting. 6.1 Tenant shall Except for a Permitted Transfer, as defined below, Lessee covenants and agrees that it will not sell, assign, sublease, mortgage, pledge, encumber, pledge or hypothecate otherwise transfer or encumber (collectively “Transfer) this Lease or any interest herein (directlyrights, indirectlyinterests or estates created by this Lease or all or any portion of the Leased Premises, either voluntarily or involuntarily, by operation of lawlaw or allow any third party to mine on the Leased Premises under any form of agreement or contract, without having first obtained the written consent of Lessor (which may be arbitrarily withheld). Provided, however, that the prohibitions in the preceding paragraph are subject to the following Permitted Transfers. Any Transfer to an affiliate of Lessee herein is a Permitted Transfer. An entity is an affiliate if more than 51% of the entity to which this Lease is being transferred is owned or controlled by the same individual or individuals who owned or controlled more than 51 % of Lessee at the time of execution of this Lease. Any Transfer to a Reputable and Prudent Coal Mining Company is a Permitted Transfer. “A Reputable and Prudent Coal Mining Company” shall mean any entity, or otherwiseits parent or affiliate that over the three years immediately preceding the date of such Permitted Transfer (i) has produced not less than 5 million tons of coal whether directly and/or indirectly through its wholly owned subsidiaries or sublet contract miners or predecessor companies on an annualized basis; (ii) has not filed a voluntary bankruptcy proceeding or been declared a bankrupt; (iii) has not been blocked by any governmental authority from holding any necessary mining permits; (iv) is not known to have forfeited any leases for coal reserves as a result of uncured defaults under such leases and (v) has a net worth of $25,000,000 or more on a consolidated basis. Any Transfer to an exchange traded public company is a Permitted Transfer. Any Transfer to an entity in which the Premises individual or individuals owning Lessee at the time of the execution of this Lease contribute Lessee to allow the successor entity to issue shares to the public in a public offering is a Permitted Transfer. Any Transfer to a lender or group of lenders to Lessee wherein Lessee is pledging or encumbering its leasehold interest in this lease as security for or in return for the loan and said loan or financing is in an amount in excess of $10,000,000, is a Permitted Transfer. In the case of an assignment, Lessee will first obtain and present to Lessor a covenant of assumption by the assignee, wherein such assignee expressly agrees to and with Lessor to assume and be bound by all of the covenants, terms, conditions and provisions hereof to the same extent as if said assignee had been named as the original Lessee. Any such Transfer or Permitted Transfer shall not relieve Lessee from its obligations to comply with all the covenants, terms, conditions and provisions of this Lease, unless otherwise agreed in writing by Lessor. In the event Lessor consents to any part thereofTransfer, such consent shall not relieve Lessee and/or any transferee, assignee, sublessee, etc. from securing Lessor’s written consent to any further Transfer, other than a Permitted Transfer, nor shall any such consent be construed as a consent to any further transfer, other than a Permitted Transfer, or permit as a waiver of any portion of this section or of Lessor’s rights hereunder. Upon the use occurrence of the Premises by anyone other than Tenant any such Transfer without the prior written consent approval of Landlord first being obtained. If Tenant is a corporation or a partnershipLessor, Lessor shall have the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Coal Mining Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class serving written notice of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply election so to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersdo.

Assignment or Subletting. 6.1 19.01 Tenant shall agrees not assign, to assign or in any manner mortgage, pledge, encumber, encumber or hypothecate transfer this Lease or any interest herein (directlyin this Lease without the previous written consent of Landlord, indirectly, voluntarily or involuntarily, by operation of law, or otherwise) or and not to sublet the Premises or any part thereofof the premises or allow anyone to use or to come in with, through or under it without like consent; provided, however, that such consent shall not be unreasonably withheld, conditioned or delayed. In no event may Tenant assign or otherwise transfer this Lease or any interest in this Lease at any time while in default hereunder. One such consent will not be deemed a consent to any subsequent assignment, subletting, occupation, or permit the use by any other person. Any merger or sale of the Premises by anyone other than Tenant without the prior written consent stock of Landlord first being obtained. If Tenant is a corporation corporate tenant, or of partnership interests in a partnershippartnership tenant, or of membership interests in a limited liability company, involving the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one fifty percent (5150%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant tenant as of the date of this Lease For shall be considered an assignment or subletting of this Lease or the Premises for purposes of this SectionSection 19. So long as Tenant is not in default under this Lease beyond applicable notice and cure periods, an Affiliate means (i) Tenant may, however, assign this Lease to a corporation controlled bywith which it may merge or consolidate, controlling to any parent, affiliate or subsidiary of Tenant or subsidiary of Tenant’s parent, or to a purchaser of substantially all of Tenant’s assets if the assignee has assets and creditworthiness substantially equal to or greater than Tenant and if the assignee executes an agreement required by Landlord assuming Tenant’s obligations and if Guarantor ratifies its obligations under the common control with tenant (an “affiliated corporation”) or (ii) Guaranty after such assignment. In the absence of a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% written agreement to the contrary, there shall be no release of the general partnership Tenant and/or Guarantor. The acceptance of rent from an assignee, subtenant or joint venture interests therein and Tenant or such affiliated corporation occupant will not constitute a release of Tenant has actual control of such partnership or joint venture. Without limiting from the generality further performance of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% obligations of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth Tenant contained in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersthis Lease.

Assignment or Subletting. 6.1 Without the written consent of Landlord first obtained in each case, Tenant shall not assign, transfer, mortgage, pledge, encumber, or hypothecate this Lease otherwise encumber or any interest herein (directly, indirectly, voluntarily or involuntarily, by operation dispose of law, or otherwise) or sublet the Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Leased Premises or any portion part of the Leased Premises or permit the Leased Premises to be occupied by other persons. Landlord’s exercise of its consent shall not be unreasonably withheld subject to such conditions for consent as provided herein. In furtherance thereof, in the case of a subletting, Landlord’s consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all Rent and any other economic consideration payable under the sublease, and in the case of an assignment, Landlord’s consent may be predicated, among other things, upon Landlord’s becoming entitled to collect and retain any economic consideration for said assignment paid or payable by the prospective assignee to Tenant. If this Lease be assigned, or if the Leased Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect or accept Rent from the assignee, subtenant, or occupant and apply the net amount collected or accepted to the Rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant, or occupant as Tenant, nor shall it be construed as, or implied to be, a release of Tenant or any guarantor of the Lease from the further observance and performance by Tenant of the terms, provisions, covenants and conditions contained in this Lease. Notwithstanding anything contained herein to the contrary in the event of any assignment of Lease or subletting of this Lease to which Landlord consents, Landlord and Tenant shall divide equally any net profit derived therefrom. Landlord shall have a right of first refusal with regard to any corporation proposed sublease or assignment on the same terms and conditions as contained in such proposed sublease or agreement to assign, which controls, is controlled right of first refusal shall be exercisable by Landlord giving notice of its intention to do so within thirty (30) business days after receipt of any proposed sublease or is under common control with Tenant, or assignment. The consent by Landlord to any corporation resulting assignment or subletting hereunder shall not be construed as releasing Tenant from merger any liability hereunder or consolidation with Tenant, or as constituting the consent by Landlord to any person subsequent assignment or entity subletting, which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without subsequent assignment or subletting shall require the prior written approval of Landlord as provided herein in each instance. Any assignment, subletting, hypothecation, pledging or other disposition of Tenant’s interest hereunder, in violation of the terms hereof shall be deemed null and void, and shall constitute an act of default hereunder. If Tenant is not an individual, any direct or indirect change in the ownership (legal or equitable) of a controlling and/or a majority interest of Tenant, whether such change in ownership occurs at one time or as a result of sequential incremental changes, and whether said change is by sale, assignment, hypothecation, bequest, inheritance, operation of law, merger or consolidation, or otherwise, shall be deemed an assignment of this Lease subject to the required consent of Landlord. Any , the failure of the foregoing acts without such consent which shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) deemed a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersdefault hereunder.

Assignment or Subletting. 6.1 Tenant may sublet the Premises in whole or in part without Landlord's consent, but the making of any sublease shall not release Tenant from, or otherwise affect in any manner, any of Tenant's obligations under this Lease. Tenant shall not assignassign or transfer this Lease, mortgage, pledge, encumber, or hypothecate this Lease or any interest herein (directlyin this Lease, indirectlywithout the prior, voluntarily or involuntarilyexpress, and written consent of Landlord, and a consent to an assignment shall not be deemed to be a consent to any subsequent assignment. Landlord's approval of an assignment of this Lease shall not operate to relieve Tenant of its obligations under this Lease. For purposes of this Section 10, by operation way of lawexample and not limitation, Landlord shall be deemed to have reasonably withheld consent if Landlord determines (i) that the prospective assignee is not of a financial strength similar to Tenant as of the date of the Lease, (ii) that the prospective assignee has a poor business reputation, or otherwise(iii) or sublet that the Premises or any part thereof, or permit the proposed use of the Premises by anyone other than Tenant such prospective assignee (including, without limitation, a use involving the prior written consent use or handling of Landlord first being obtained. If Tenant is a corporation Hazardous Substances) will negatively affect the value or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more marketability of the beneficial ownership interest of Premises. Notwithstanding the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Furtherforegoing provisions, Tenant shall not have the right to assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any , provided that no default by Tenant then exists with respect to Tenant's obligations hereunder, Tenant has paid all rentals and other payments or charges due to the date thereof and the use or proposed use of the foregoing acts without such consent shall be void andLeased Premises is in full compliance with the terms and provisions hereof, at the sole option to (a) any corporation that is a parent, subsidiary or affiliate of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with Tenant; (i) an “Affiliate” (as herein defined) or (iib) a person, corporation into or with which Tenant is merged or consolidated or with an other entity to which substantially all of Tenant’s 's assets are transferred transferred; or (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (ic) a person, corporation controlled by, controlling or under the common control with tenant other entity to which fifty percent (an “affiliated corporation”50%) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer more of the capital stock of Tenant is transferred. Within fifteen (15) days of the effective date of any such assignment or sublease, Tenant shall provide Landlord with a corporate tenant set forth in Section 6 copy of the assignment or sublease which shall not apply to any corporation where specifically provide that the assignee has assumed the obligations and liabilities of Tenant under the Lease and that Tenant shall remain liable under the Lease for payment of all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported amounts due under this Lease if unpaid by the National Association assignee. In the event of Securities Dealerssuch assignment, Landlord, its successors or assigns, will not be bound by any amendment or modification of the Lease made without Landlord's consent.

Assignment or Subletting. 6.1 Tenant shall will not assign, mortgage, pledge, encumbersell, or hypothecate in any manner transfer this Lease or any estate or interest herein (directlyhereunder, indirectly, voluntarily nor merge with or involuntarily, by operation become part of law, or otherwise) or a different entity and will not sublet the Premises or any part or parts thereof, without express written consent of Landlord. If Landlord consents, Tenant shall pay to Landlord, as Additional Rent, and in addition to all other amounts owning to Landlord under the Lease, fifty percent (50%) of all moneys or permit other consideration received by Tenant from its transferee as consideration for the use transferee’s occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more in excess of the beneficial ownership interest of amount owned by Tenant to Landlord under this Lease less reasonable amounts Tenant paid (ratably applied) to secure such excess amounts (attorney’s fees, moving costs, lease concessions, tenant improvements, etc.), which Additional Rent will be paid to Landlord as and when received by Tenant. Landlord’s right to assign this Lease is and will remain absolute and unqualified. Notwithstanding the voting stock of Tenant issued and outstanding as of provisions contained in the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Furtherforegoing paragraph, Tenant shall not may assign this Lease or sublet the Premises or any portion thereof thereof, without Landlord’s consent, to any parent, subsidiary or affiliate corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets of Tenant’s business as a going concern (collectively, being an “Transfer Event”, and any such entity being referred to as a “Successor Entity”), so long as (a) Tenant and the Successor Entity are jointly and severally and directly liable to Landlord for timely and complete performance of all terms and conditions (including without limitation payment of all Base Rent and Additional Rent) under the Lease; (b) the Successor Entity continues the same use as Tenant and in accordance with the provision of Section 8.1 of the business of Tenant that is being conducted on Lease; and (c) both the Premises, without net worth (assets less liabilities) and the prior written consent of Landlord. Any working capital (current assets less current liabilities) of the foregoing acts without such consent Successor Entity, as determined in accordance with GAAP, exceed both immediately before and immediately after the Transfer Event the net worth and working capital of the Tenant each at their highest point during the twelve month period immediately preceding the Transfer Event. At Landlord’s option, the Successor Entity shall be void andenter into a new Lease with Landlord containing the same terms and conditions contained herein. Furthermore, at even if the sole option of LandlordSuccessor Entity is not related to or affiliated with Tenant, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply unreasonably withhold its consent to transactions entered into by Tenant with a proposed transfer or sublet provided the specific conditions outlined in subsections (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stocka), (b) and (c) of this paragraph are met. In the event of a “Permitted Transferee”) provided (a) such mergerpermitted assignment by Tenant, consolidation or transfer of assets is not principally Tenant will remain liable for the purpose faithful performance of transferring all the leasehold estate created hereby, terms and (b) such Permitted Transferee has net worth equal to Tenant as conditions in this Lease in the event that the assignee will default in the performance of the date of this Lease For terms and conditions, or in the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% payment of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersrent required thereby.

Assignment or Subletting. 6.1 Tenant shall Except for a Permitted Transfer, as defined below, Lessee covenants and agrees that it will not sell, assign, sublease, mortgage, pledge, encumber, pledge or hypothecate otherwise transfer or encumber (collectively “Transfer”) this Lease or any interest herein (directlyrights, indirectlyinterests or estates created by this Lease or all or any portion of the Leased Premises, either voluntarily or involuntarily, by operation of lawlaw or allow any third party to mine on the Leased Premises under any form of agreement or contract, without having first obtained the written consent of Lessor (which may be arbitrarily withheld). Provided, however, that the prohibitions in the preceding paragraph are subject to the following Permitted Transfers. Any Transfer to an affiliate of Lessee herein is a Permitted Transfer. An entity is an affiliate if more than 51% of the entity to which this Lease is being transferred is owned or controlled by the same individual or individuals who owned or controlled more than 51% of Lessee at the time of execution of this Lease. Any Transfer to a Reputable and Prudent Coal Mining Company is a Permitted Transfer. A Reputable and Prudent Coal Mining Company shall mean any entity, or otherwiseits parent or affiliate that over the three years immediately preceding the date of such Permitted Transfer (i) has produced not less than 5 million tons of coal whether directly and/or indirectly through its wholly owned subsidiaries or sublet contract miners or predecessor companies on an annualized basis; (ii) has not filed a voluntary bankruptcy proceeding or been declared a bankrupt; (iii) has not been blocked by any governmental authority from holding any necessary mining permits; (iv) is not known to have forfeited any leases for coal reserves as a result of uncured defaults under such leases and (v) has a net worth of $25,000,000 or more on a consolidated basis. Any Transfer to an exchange traded public company is a Permitted Transfer. Any Transfer to an entity in which the Premises individual or individuals owning Lessee at the time of the execution of this Lease contribute Lessee to allow the successor entity to issue shares to the public in a public offering is a Permitted Transfer. Any Transfer to a lender or group of lenders to Lessee wherein Lessee is pledging or encumbering its leasehold interest in this lease as security for or in return for the loan and said loan or financing is in an amount in excess of $10,000,000, is a Permitted Transfer. In the case of an assignment, Lessee will first obtain and present to Lessor a covenant of assumption by the assignee, wherein such assignee expressly agrees to and with Lessor to assume and be bound by all of the covenants, terms, conditions and provisions hereof to the same extent as if said assignee had been named as the original Lessee. Any such Transfer or Permitted Transfer shall not relieve Lessee from its obligations to comply with all the covenants, terms, conditions and provisions of this Lease, unless otherwise agreed in writing by Lessor. In the event Lessor consents to any part thereofTransfer, such consent shall not relieve Lessee and/or any transferee, assignee, sublessee, etc. from securing Lessor’s written consent to any further Transfer, other than a Permitted Transfer, nor shall any such consent be construed as a consent to any further transfer, other than a Permitted Transfer, or permit as a waiver of any portion of this section or of Lessor’s rights hereunder. Upon the use occurrence of the Premises by anyone other than Tenant any such Transfer without the prior written consent approval of Landlord first being obtained. If Tenant is a corporation or a partnershipLessor, Lessor shall have the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Coal Mining Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class serving written notice of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply election so to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersdo.

Assignment or Subletting. 6.1 The Tenant shall not not: (a) assign, mortgage, pledge, encumber, encumber dispose of or hypothecate convey this Lease or any interest herein under it; (directlyb) allow any assignment, indirectly, voluntarily subletting or involuntarily, transfer hereof or any lien upon the Tenant's interest by operation of lawlaw or by voluntary or involuntary bankruptcy proceedings or otherwise and in no event shall this Lease or any right or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or otherwisereorganization proceedings; (c) or sublet the Premises leased premises or any part thereof or (d) permit the use or occupancy of the leased premises or any part thereof by anyone other than the Tenant. If the Landlord shall consent to any assignment or subletting, Assignee shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee shall be relieved of any liability hereunder and in the event of default by assignee in the performance of any of the terms hereof no notice of such default or demand of any kind need to be served on Tenant or assignee to hold him or them liable to Landlord. Notwithstanding any assignment of sublease, Tenant shall remain fully liable and shall not be released from performing any of the terms of this Lease. Without otherwise limiting Landlord's right to approve or disapprove any assignment or subletting, Landlord intends to withhold its consent to any subletting, of the premises or any part thereof, if (i) such proposed subletting be to any person, firm association or permit the use corporation which shall then be a tenant or sub-tenant of Landlord or an occupant of any part of the Premises building or (ii) such proposed subletting is at a rental rate less then the rental rates then being charged under leases being entered into by anyone other than Landlord for comparable space in the building, or (iii) such subletting is to an agency of any federal state or local government or is an employment or personnel agency or school. Any assignment or subletting of the premises by Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may shall be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease null and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersvoid.

Assignment or Subletting. 6.1 Tenant shall Tengion may not assign, mortgage, pledge, encumber, assign this Sub-Sublease or hypothecate this Lease sublet all or any interest herein (directly, indirectly, voluntarily or involuntarily, by operation of law, or otherwise) or sublet the Premises or any part thereof, or permit the use portion of the Sub-Subleased Premises by anyone other than Tenant without the prior written consent of Landlord first being obtainedCorporate Interiors, which consent may not be unreasonably withheld. If Tenant is a corporation Any such proposed assignment or a partnershipsublease shall, however, remain subject to the transfer (as a consequence Lease. Any assignment or sublet attempted without the consent of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more Corporate Interiors and not made in accordance with the terms of the beneficial ownership interest Sub-Sublease shall be void and shall not confer any rights, benefits or privileges to the attempted grantee, unless ratified or accepted by Corporate Interiors in writing. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law, and/or a transfer by any person or persons controlling Tengion on the voting date of this Sub-Sublease of such control (whether by transfer of stock, partnership interests or otherwise) to a person or persons not controlling Tengion on the date of this Lease; provided, however, that Corporate Interiors shall not withhold its consent to (A) any properly registered public offering and sale of stock of Tenant issued Tengion conducted in accordance with all applicable securities laws, (B) transfers of stock of Tengion among existing stockholders, their families and outstanding as heirs and trusts for the benefit of such stockholders, (C) transfers of stock of Tengion on a publicly traded exchange, (D) any original issuance of capital stock the date hereof or partnership interests in Tenantprimary purpose of which is to provide investment capital to Tengion, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises (E) acquisition of all or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business outstanding securities or ownership interests of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into Tengion by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer otherwise where the acquiring person or entity has greater net assets than Lessee’s net assets as of December 31, 2005 or (F) the sale of all or substantially all of the assets is not principally of Lessee (including this Agreement) related to the business of Lessee conducted at the Sub-Sublease Premises to a purchaser with greater net assets than Lessee as of December 31, 2005, provided the purchaser agrees in writing to be bound by the terms and conditions of this Sub-Sublease. In the event of any assignment of this Sub-Sublease made with or without the consent of Corporate Interiors, Tengion nevertheless shall remain liable for the purpose performance of transferring all of the leasehold estate created herebyterms, conditions and covenants of this Sub-Sublease. If Corporate Interiors gives its consent, it shall be a condition to effectiveness of the sublease or assignment that a fully executed copy thereof (in form and substance approved by Corporate Interiors) be delivered to Corporate Interiors, and (b) such Permitted Transferee has net worth equal that any assignee execute and deliver to Tenant as Corporate Interiors an assumption of liability agreement in form reasonably satisfactory to Corporate Interiors, including an assumption by the assignee of all of the date obligations of Tengion and the assignee’s ratification of and agreement to be bound by all the provisions, waivers, terms and conditions of this Lease For Sub-Sublease. If Tengion shall request the purposes consent of Corporate Interiors to any assignment of this Section, an Affiliate means (i) a corporation controlled by, controlling Sub-Sublease or under the common control with tenant (an “affiliated corporation”) subletting of all or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% part of the general partnership Subleased Premises, Tenant shall pay and deliver to Landlord as additional rent Corporate Interiors’ costs related thereto, including Corporate Interiors’ reasonable attorneys’ fees. In the event of any assignment of this Sub-Sublease made with or joint venture interests therein and Tenant or such affiliated corporation without Corporate Interiors’ consent, Tengion nevertheless shall remain liable for the performance of Tenant has actual control of such partnership or joint venture. Without limiting the generality all of the foregoingterms, a corporation shall not be deemed controlled by another entity unless at least 30% conditions and covenants of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersthis Sub-Sublease.

Assignment or Subletting. 6.1 Tenant shall not assign, mortgage, pledge, encumber, directly or hypothecate this Lease or any interest herein (directly, indirectly, voluntarily or involuntarilyinvoluntarily (i) assign, convey, mortgage or otherwise transfer this Sublease or any interest under it; (ii) allow any transfer of the Sublease or any lien upon Tenant’s interest by operation of law, law or otherwise; (iii) sublet or sub-sublet the Premises all or any part thereof, of the Premises; or (iv) permit the use or occupancy of all or any part of the Premises by anyone other than Tenant. Notwithstanding the foregoing, Tenant shall, upon 30 days prior written notice to Landlord and to Prime Landlord, but without obtaining the prior written consent of Landlord first being obtained. If Tenant is or Prime Landlord, have the right to make a transfer not otherwise permitted hereunder or assign this Lease to (A) a corporation or other entity which is a partnershipsuccessor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the transfer (as a consequence purchase of a single transaction all or any number of separate transactions) of fifty-one percent (51%) or more substantially all of the beneficial assets or the ownership interest of the voting stock interests of Tenant issued and outstanding as of the date hereof provided that (i) such merger or partnership interests in Tenantconsolidation, or such transfer, acquisition or assumption, as the case may be, shall constitute an assignment hereunder is for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the good business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease purpose and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created herebyLease, and (bii) such Permitted Transferee has the net worth equal to (as determined in accordance with generally accepted accounting principles (“GAAP”)) of Tenant after the transfer or the net worth (as determined in accordance with GAAP) of the assignee, as the case may be, is not less than the net worth (as determined in accordance with GAAP) of Tenant as of the date of this Lease For Tenant’s most current quarterly or annual financial statements, and (iii) any such assignee shall agree in writing to assume all of the purposes terms, covenants and conditions of this SectionSublease arising after the effective date of the assignment, an Affiliate means or (iB) a corporation to any entity controlling, controlled by, controlling by or under the common control with tenant Tenant, provided that Landlord and Prime Landlord shall have the right to approve the form of any such sublease or assignment (an “affiliated corporation”) such approval not to be unreasonably withheld, delayed or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersconditioned).

Assignment or Subletting. 6.1 Tenant shall Except for a Permitted Transfer, as defined below, Lessee covenants and agrees that it will not sell, assign, sublease, mortgage, pledge, encumber, pledge or hypothecate otherwise transfer or encumber (collectively “Transfer”) this Lease or any interest herein (directlyrights, indirectlyinterests or estates created by this Lease or all or any portion of the Leased Premises, either voluntarily or involuntarily, by operation of lawlaw or allow any third party to mine on the Leased Premises under any form of agreement or contract, or otherwise) or sublet without having first obtained the Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtainedLessor (which may be arbitrarily withheld). If Tenant Provided, however, that the prohibitions in the preceding paragraph are subject to the following Permitted Transfers. Any Transfer to an affiliate of Lessee herein is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (Permitted Transfer. An entity is an affiliate if more than 51%) or more % of the beneficial ownership interest equity interests and voting power of the voting stock of Tenant issued and outstanding as entity to which this Lease is being transferred is owned or controlled by the same individual or individuals who owned or controlled more than 51% of the date hereof or partnership equity interests in Tenant, as and voting power of Lessee at the case may be, time of execution of this Lease. Any Transfer to a Reputable and Prudent Coal Mining Company is a Permitted Transfer. A Reputable and Prudent Coal Mining Company shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or mean any portion thereof to any corporation which controls, is controlled by or is under common control with Tenantentity, or to any corporation resulting from merger its parent or consolidation with Tenant, or to any person or entity which acquires all affiliate that over the assets as a going concern three years immediately preceding the date of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with Permitted Transfer (i) has produced not less than 5 million tons of coal whether directly and/or indirectly through its wholly owned subsidiaries or contract miners or predecessor companies on an “Affiliate” (as herein defined) or annualized basis; (ii) has not filed a corporation into voluntary bankruptcy proceeding or with which Tenant been declared a bankrupt; (iii) has not been blocked by any governmental authority from holding any necessary mining permits; (iv) is merged not known to have forfeited any leases for coal reserves as a result of uncured defaults under such leases and (v) has a net worth of $25,000,000 or more on a consolidated or with basis. Any Transfer to an exchange traded public company is a Permitted Transfer. Any Transfer to an entity to in which substantially all of Tenant’s assets are transferred (whether directly the individual or by virtue individuals owning Lessee at the time of the execution of this Lease contribute Lessee to allow the successor entity to issue shares to the public in a public offering is a Permitted Transfer. Any Transfer to a lender or group of lenders to Lessee wherein Lessee is pledging or encumbering its leasehold interest in this lease as security for or in return for the loan and said loan or financing is in an amount in excess of $10,000,000, is a Permitted Transfer; provided, however, that the lender may not subsequently Transfer such interests to any entity other than a Reputable and Prudent Coal Mining Company. Provided further, however, that for the purposes of any transfer of substantially all of Tenant’s capital stockby a lender, a Reputable and Prudent Coal Mining Company shall include any entity, or its parent or affiliate that satisfies clauses (ii), (a “Permitted Transferee”iii) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (biv) such Permitted Transferee above and has net worth equal to Tenant as produced not less than 2 million tons of the date of this Lease For the purposes of this Section, coal whether directly and/or indirectly through its wholly owned subsidiaries or contract miners or predecessor companies on an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein annualized basis and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by three years prior had average gross revenues from the National Association sale of Securities Dealerscoal of $5 million or more.

Assignment or Subletting. 6.1 Tenant shall Xxxxxx agrees not assign, mortgage, pledge, encumber, to assign or hypothecate in any manner transfer this Lease or any estate or interest herein (directlytherein without the previous written consent of Landlord, indirectly, voluntarily or involuntarily, by operation of law, or otherwise) or and not to sublet the Premises or any part thereofor parts thereof or allow anyone to use or to come in with, through or permit under it without like consent. Said consent shall not be unreasonably withheld. One such consent shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by any other person, and no consent shall be deemed to relieve Tenant of any obligations under this Lease unless expressly provided in such consent. The acceptance of rent from any assignee, subtenant or occupant shall not constitute a release of Tenant from the use further performance of the Premises by anyone other than covenants of Tenant without the prior written consent of Landlord first being obtainedcontained in this Lease. If Tenant is a corporation The sale or a partnership, the transfer sales aggregating fifty (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (5150%) percent or more of the beneficial ownership interest of the voting capital stock of Tenant issued and outstanding as (if Tenant be a non-public corporation) or the sale or sales aggregating fifty (50%) percent or more of the date hereof or partnership interests in Tenant, as the case may be, Tenant (if Tenant be a partnership) shall constitute be deemed to be an assignment hereunder for which such consent is requiredof this Lease. FurtherNotwithstanding the foregoing provisions, Tenant shall not may assign this Lease or sublet the Premises or any portion thereof thereof, without Landlord's consent, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern of the business of Tenant that is being conducted on the Premises, without provided that said assignee assumes, in full, the prior written consent obligations of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord Tenant under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities DealersLease.

Assignment or Subletting. 6.1 (a) Tenant shall not assign, mortgage, pledge, encumber, or hypothecate this Lease or any interest herein (directly, indirectly, voluntarily or involuntarily, by operation of law, or otherwise) or sublet the Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one fifty percent (5150%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Notwithstanding the foregoing, a transfer or issuance of Tenant’s stock over the New York Stock Exchange, the American Stock Exchange, or NASDAQ shall not be deemed an assignment, subletting, or other transfer of this Lease, or the Premises requiring Landlord’s consent. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers.

Assignment or Subletting. 6.1 Tenant shall not assign, mortgage, pledge, encumber, assign or hypothecate in any manner transfer this Lease or any estate or interest herein (directlytherein without the prior written consent of Landlord, indirectlywhich shall not be unreasonably withheld, voluntarily or involuntarily, by operation of law, or otherwise) or and Tenant shall not sublet the Premises or any part thereof, thereof or permit any use of any part of the use Premises without like consent. Consent by Landlord to one or more assignments of this Lease or to one or more subletting of said Premises shall not operate to exhaust Landlord's rights under this Section In the event that Tenant, with or without the previous consent of Landlord, does assign or in any manner transfer this Lease or any estate or interest therein, Tenant shall in no way be released from any of its obligations under this Lease. The following shall be deemed to be an assignment of this Lease within the meaning of this Section: (a) the sale, issuance or transfer of any voting stock of Tenant (if Tenant is a nonpublic corporation or if Tenant is a public corporation and such sale, issuance or transfer results in Tenant becoming a nonpublic corporation) which results in a change in voting control of Tenant; (b) the sale, issuance or transfer of any partnership or membership interest in Tenant if Tenant is a partnership or limited liability company; (c) the sale, issuance or transfer of any beneficial interest in Tenant if Tenant is a trust; amid (d) the death or incapacity of Tenant if Tenant is a natural person. Without waiving Landlord's right hereunder to declare a default in the event of an assignment of this Lease or a subletting of the Premises or any part thereof or occupancy of the Premises by anyone other than Tenant without Tenant, Landlord may collect from the prior written consent of assignee, sublessee or occupant, any rental and other charges herein required, but such collection by Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more shall not be deemed an acceptance of the beneficial ownership interest of the voting stock assignee, sublessee or occupancy, nor a release of Tenant issued and outstanding as from the performance by Tenant of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is requiredthis Lease. Further, Tenant at all times and under all circumstances shall remain liable to Landlord for the payment of rent due and to become due and the performance of all other obligations of Tenant hereunder for the term hereof. Tenant shall pay to Landlord, as additional rent, any costs and expenses including attorney fees incurred by Landlord in connection with any proposed or purported assignment, sublease or other transfer. Notwithstanding the foregoing, Landlord agrees not assign to unreasonably withhold its consent to any assignment of this Lease or sublet the Premises or any portion thereof by Tenant to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires a party acquiring all of the assets as a going concern of the Tenant's business of Tenant that is being conducted on the PremisesPremises (a "Successor"), without the prior written consent of Landlord. Any provided that (i) Tenant shall notify Landlord in writing of the foregoing acts without such consent shall be void andproposed transaction, (ii) the Successor's financial strength, business reputation and business experience are in accordance with generally acceptable commercial standards, (iii) at the sole option time of Landlordthe proposed assignment, constitute an Event Tenant shall not be in default of Default entitling Landlord to terminate any of the terms of this Lease Lease; and to exercise (iv) the Successor shall assume all other remedies available to Landlord obligations of Tenant under this Lease in a writing reasonably acceptable to Landlord. If Landlord consents to any requested assignment, sublease or other transfer, and at law. The if under such sublease, assignment or transfer, Tenant shall receive rent or any other consideration, either initially, or over the term of the sublease, or pursuant to the provisions of Section the assignment or transfer, then Tenant shall not apply pay to transactions entered into Landlord, as additional rent hereunder, the excess of any such sublease rent or other consideration received by Tenant with from such subtenant or assignee over the rent provided for herein, within ten (i10) an “Affiliate” (as herein defined) days after its receipt. Landlord may assign or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all transfer its interest in the Building at any dine without the consent of Tenant’s assets are transferred (whether directly . In the event of any such assignment or by virtue transfer, the transferor shall be automatically relieved of any and all obligations and liabilities on the transfer part of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, Landlord accruing from and (b) such Permitted Transferee has net worth equal to Tenant as of after the date of such transfer, and in such event Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease. This Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled affected by another entity unless at least 30% any such sale or conveyance, and Tenant agrees to attorn to the purchaser or grantee, which shall be obligated on this Lease only so long as it is the owner of each class of its outstanding capital stock is owned, both beneficially Landlord's interest in and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersthis Lease.

Assignment or Subletting. 6.1 No amendment, modification, assignment or sublease under the Tenant shall not assign, mortgage, pledge, encumberLease, or hypothecate leasing or re-leasing of the Tenant's Demised Premises, shall be effective against Kmart in the event it adversely affects, infringes upon or reduces the rights of Kmart. If the Tenant Lease terminates, any new lease shall be subject to the terms and conditions of this Agreement, including but not limited to payment to Kmart of fifty percent (50%) of the renal revenue. Tenant agrees not to assign or in any manner transfer the Tenant Lease or any estate or interest herein (directly, indirectly, voluntarily or involuntarily, by operation of lawtherein, or otherwise) or sublet the any portion of Tenant's Demised Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant without the prior written consent of Landlord first being obtained. If Tenant is a corporation or a partnershipKmart, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet the Premises or any portion thereof to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on the Premises, without the prior written consent of Landlordbe unreasonably withheld. Any of the foregoing acts without such Kmart's consent shall be void and, contingent upon receipt of proof acceptable to Kmart that the proposed subtenant or assignee (a) has a net worth which is at least equal to that of Tenant at the sole option time of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) execution or (ii) a corporation into assignment or with which Tenant subleasing, whichever is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created herebygreater, and (b) such Permitted Transferee has net worth equal to Tenant at least five years business experience operating in the same use as proposed for its use of the date Tenant's Demised Premises. The making of this Lease For the purposes any assignment, transfer, subletting, leasing or re-leasing, in whole or in part, with Kmart's consent shall not operate to relieve Tenant of this Sectionits obligations hereunder, an Affiliate means (i) and shall not constitute a corporation controlled by, controlling waiver of Kmart's rights to approve any further leasing or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% re-leasing of the general partnership Tenant's Demised Premises by Landlord. Notwithstanding the foregoing, Tenant shall have the right to assign the lease to an affiliate or joint venture interests therein and Tenant or such affiliated a subsidiary corporation of Tenant has actual control of provided such partnership or joint venture. Without limiting assignment does not operate to relieve the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class Tenant of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersobligations hereunder.

Assignment or Subletting. 6.1 Tenant shall have the one-time right to assign this Lease to (a) any Affiliate of Tenant; (b) any entity resulting from a merger or consolidation; or (c) to an entity purchasing substantially all of the stock or assets of Tenant (collectively, a “Business Transfer”). Except as provided in (a), (b), or (c) preceding, Tenant agrees not to sell, assign, mortgage, pledge, encumber, pledge or hypothecate in any manner transfer this Lease or any interest herein (directly, indirectly, voluntarily or involuntarily, by operation of law, or otherwise) or and not to sublet the Leased Premises or any part thereof, or permit the use of the Premises by anyone other than Tenant parts thereof without the prior written consent of Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for each instance which such consent is required. Further, Tenant shall not assign this Lease be unreasonably withheld, conditioned or sublet the Premises or any portion thereof delayed. As a condition to any corporation which controls, is controlled by or is Business Transfer: (a) Tenant must not be in default under common control with Tenant, or to any corporation resulting this Lease; (b) Tenant must give Landlord written notice at least fifteen (15) business days before such Transfer; and (c) if such Transfer will result from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets as a going concern of the business of Tenant that is being conducted on with another entity, then the Premises, without Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall include information and documentation evidencing the prior written consent of LandlordBusiness Transfer. Any of the foregoing acts without such consent shall be void and, at the sole option of If requested by Landlord, constitute an Event of Default entitling Landlord to terminate this Lease Tenant’s successor shall sign and to exercise all other remedies available deliver to Landlord under this Lease and at lawa commercially reasonable form of assumption agreement. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with shall mean an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created hereby, and (b) such Permitted Transferee has net worth equal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant Tenant. The “Credit Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the Transfer, the Net Worth of the entity with which Tenant is to merge or consolidate is equal to or greater than Tenant’s. Any Transfer in violation of this Section 4.4 shall, at Landlord’s option, be deemed a default by Tenant as described in Section 9, and shall be voidable by Landlord. Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all losses resulting from claims that may be made against Landlord by the transferee or anyone claiming under or through any transferee or by any broker or other persons or entities claiming a commission or similar compensation in connection with the proposed assignment or sublease, irrespective of whether Landlord shall give or decline its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under this Section 4.4. All permitted subleases shall provide that in the event of a default under this Lease which results in a termination hereof or if this Lease is rejected in a bankruptcy proceeding, the sublease shall be terminated unless Landlord, at Landlord’s option, elects in writing to recognize the sublease as a direct lease with Landlord. Any consideration paid to Tenant for a permitted sublease or assignment (an other than a Business Transfer) that exceeds the amount Tenant must pay Landlord under this Lease (the “affiliated corporationExcess Consideration”) shall be paid to Landlord. Where a part of the Leased Premises is subleased or (ii) assigned, there shall be a partnership prorating of all Base Rent and Additional Rent payable under this Lease and the rent payable under the assignment or joint venture in the sublease to determine whether Excess Consideration is payable to Landlord. Excess Consideration shall exclude documented reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of disclosed Tenant improvements made to the Leased Premises at Tenant’s cost for the assignee or subtenant, and other reasonable, documented actual cash out-of-pocket costs paid by Tenant, such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublease. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar year during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing the total consideration paid by the subtenant or an affiliated corporation owns at least 30% assignee and any exclusions from consideration permitted by this section. Consent by Landlord to one assignment of this Lease or to one licensing or subletting of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation Leased Premises shall not be deemed controlled by another entity a waiver of Landlord’s rights hereunder as to subsequent assignment or subletting, or act to release any guaranty of this Lease, Landlord’s rights to approve an assignment of this Lease are and shall remain unqualified. If Tenant becomes bankrupt, the bankruptcy trustee shall not have the right to assume or assign this Lease unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer trustee complies with all requirements of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where United States Bankruptcy Code, and Landlord expressly reserves all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934rights, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersclaims and remedies thereunder.

Assignment or Subletting. 6.1 29.1. Except as hereinafter expressly permitted, Tenant shall not not, either voluntarily or by operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, mortgage, pledge, encumberencumber or otherwise transfer this Lease, or hypothecate this Lease or any interest herein (directly, indirectly, voluntarily or involuntarily, by operation of law, or otherwise) or sublet the Premises or any part thereof(each, or permit the use of the Premises by anyone other than Tenant a “Transfer”), without the Landlord’s prior written consent, which consent of Landlord first being obtainedshall not be unreasonably withheld, conditioned or delayed. If Tenant is a corporation or a partnership, Notwithstanding the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Furtherforegoing, Tenant shall not have the right to assign this Lease or sublet the Premises or any portion part thereof without Landlord’s prior written consent, so long as Tenant provides Landlord with prior written notice accompanied by supporting documentation as set forth below, to (i) any corporation which person that as of the date of determination directly, or indirectly through one or more intermediaries, controls, is controlled by by, or is under common control with Tenant (“Tenant, or ’s Affiliate”) provided that any such Tenant’s Affiliate taking an assignment of this Lease agrees in writing to any corporation resulting from merger or consolidation with Tenant, or to any person or entity which acquires assume all the assets as a going concern of the business terms, covenants and conditions of Tenant that is being conducted on the Premises, without the prior written consent of Landlord. Any of the foregoing acts without such consent shall be void and, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions arising after the effective date of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) such assignment or (ii) a corporation into any successor to Tenant by merger, consolidation, acquisition of all or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred or ownership interests, or corporate reorganization, provided that (whether directly x) such merger, consolidation, acquisition of all or by virtue of the transfer of substantially all of Tenant’s capital stock)assets or ownership interests, (or corporate reorganization is for a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is good faith business purpose and not principally for the purpose of transferring this Lease, (y) the leasehold estate created herebyresulting tenant under this Lease has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant, and (bz) any such Permitted Transferee has net worth equal successor to Tenant as agrees in writing to assume all of the date terms, covenants and conditions of this Lease For arising after the purposes effective date of such assignment, to the extent that such assumption does not occur by operation of law (a Transfer pursuant to this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or clause (ii) being a partnership “Successor Transfer”). Transfers to Tenant’s Affiliates and to an entity (a “Successor Transferee”) that is the surviving entity pursuant to a Successor Transfer are referred to collectively as “Exempt Transfers”. The routine issuance or joint venture transfer of non-controlling interests of equity in which Tenant over a public stock exchange (provided that such issuance or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual transfer is in no way related to a change in control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation Tenant) shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities DealersTransfer.

Assignment or Subletting. 6.1 Section 1. Tenant shall not assignnot, mortgagewithout the prior written consent of Landlord in each instance, pledge, encumber, (a) assign or hypothecate otherwise transfer this Lease or any interest herein of its rights hereunder, (directly, indirectly, voluntarily or involuntarily, by operation of law, or otherwiseb) or sublet the Premises or any part thereof, or permit the use of the Premises or any part thereof by anyone any persons other than Tenant without or its employees, agents, and invitees, or (e) permit the prior written consent assignment or other transfer of Landlord first being obtained. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty-one percent (51%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or partnership interests in Tenant, as the case may be, shall constitute an assignment hereunder for which such consent is required. Further, Tenant shall not assign this Lease or sublet any of Tenant’s rights hereunder by operation of law. Landlord’s consent to a proposed assignment or sublease shall not be unreasonably withheld, conditioned, or delayed. The parties acknowledge that Landlord’s refusal to consent shall be deemed not to have been unreasonably withheld if (i) the proposed assignee or subtenant is not of a type and quality consistent with the first-class nature of the Building, (ii) the proposed assignee or subtenant does not have the financial capacity and credit worthiness to undertake and perform the obligations of this Lease or the sublease, (iii) the proposed assignee or subtenant is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity, (iv) the proposed assignee or subtenant is a party with whom the Landlord is presently negotiating for the lease of space in the Building, (v) the presence of the proposed transferee in the Premises would cause Landlord to be in violation of any other lease, or would trigger term rights by any portion thereof other tenant, or (iv) the space to be assigned or sublet is not configured to allow appropriate means of ingress and egress. Tenant shall furnish Landlord with such information about any proposed assignee or subtenant, its business, and its financial condition as Landlord may reasonably request. All proposed subleases and assignments shall be in a form acceptable to Landlord. The consent by Landlord to any corporation which controlsassignment, is controlled by or is under common control with Tenanttransfer, or to any corporation resulting from merger or consolidation with Tenant, or subletting to any person or entity which acquires all the assets shall not be construed as a going concern waiver or release of Tenant from any provision of this Lease, unless expressly agreed to in writing by Landlord (it being understood that Tenant shall remain primarily liable as a principal and not as a guarantor or surety), nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant, or occupant constitute a waiver or release of Tenant from any such provision. No consent by Landlord to any such assignment, transfer, or subletting in anyone instance shall constitute a waiver of the business necessity for such consent in a subsequent instance. In no event shall any consent by Landlord be construed to permit reassignment or resubletting by a permitted assignee or sublessee. Upon any assignment of Tenant that is being conducted on this Lease or any subletting in the aggregate of more than twenty-five percent (25%) of the Premises, without the prior written consent any and all option rights, renewal rights, rights of Landlord. Any of the foregoing acts without such consent first refusal, and expansion rights, if applicable, shall be void andterminate, at the sole option of Landlord, constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The provisions of Section shall not apply to transactions entered into by Tenant with (i) an “Affiliate” (as herein defined) or (ii) a corporation into or with which Tenant is merged or consolidated or with an entity to which substantially all of Tenant’s assets are transferred (whether directly or by virtue of the transfer of substantially all of Tenant’s capital stock), (a “Permitted Transferee”) provided (a) such merger, consolidation or transfer of assets is not principally for the purpose of transferring the leasehold estate created herebyoption, and (b) be of no further force and effect, it being agreed that all such Permitted Transferee has net worth equal rights are personal to Tenant as of the date of this Lease For the purposes of this Section, an Affiliate means (i) a corporation controlled by, controlling or under the common control with tenant (an “affiliated corporation”) or (ii) a partnership or joint venture in which Tenant or an affiliated corporation owns at least 30% of the general partnership or joint venture interests therein and Tenant or such affiliated corporation of Tenant has actual control of such partnership or joint venture. Without limiting the generality of the foregoing, a corporation shall not be deemed controlled by another entity unless at least 30% of each class of its outstanding capital stock is owned, both beneficially and of record, by such entity and such entity has actual control of such corporation. The provisions regarding the transfer of the capital stock of a corporate tenant set forth in Section 6 shall not apply to any corporation where all of its outstanding capital stock is listed on a national securities exchange (as defined in assignee or subtenant) and are not appurtenant to the Securities Exchange Act of 1934, as amended) Premises or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealersthis Lease.