Common use of Sublease and Assignment Clause in Contracts

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors shall mortgage, encumber, assign or transfer this lease or sublease, or use or occupy or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives Sublessee shall not have the right to sublease or successors shall mortgage, encumber, assign this Sublease or transfer this lease or subleaseany part thereof, or use or occupy suffer or permit the demised premises Sublet Premises or any part thereof to be used or occupied by others, by operation of law or otherwise without the prior written consent of Landlord Sublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease in each instancecontravention of this Sublease without such prior written consent shall be void, which of no effect, and constitute an Event of Default hereunder. Any required consent of Sublessor shall not be unreasonably withheld withheld, conditioned or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this leasedelayed. If Sublessee should desire to assign this Sublease or sublease the demised premises Sublet Premises or any part thereof be occupied by any party other than Tenantportion thereof, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection Sublessee shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior give Sublessor written notice of such proposed bonafide sublease desire to make such assignment or assignmenteffect such sublease. At the time of giving such notice, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice Sublessee shall state and include the following: the name provide Sublessor with a copy of the proposed transferee; assignment or sublease document, and such information as Sublessor and Landlord may reasonably request concerning the status proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, reputation, operation, and general desirability of the proposed transferee either asassignee or sublessee. Sublessor shall then have a period of twenty (20) days following receipt of such notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, an individualin the event of any approved assignment or subletting, partnership, corporation the rights of any such assignee or the like; the present business address sublessee of Sublessee herein shall be subject to all of the proposed transferee; terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a present financial statement release of the proposed transferee; the stated use Sublessee, or purpose and business any guarantor of Sublessee’s performance hereunder (“Guarantor”), from further performance by Sublessee or such Guarantor of covenants undertaken to be conducted under performed by Sublessee herein. Sublessee and/or such Guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s costs in connection with any such assignment of subletting, including, without limitation, attorneys fees. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the proposed sublease Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor fifty percent (50%) of all such excess Rent within ten (10) days following receipt thereof by Sublessee from such sublessee, assignee, licensee, or assingment other transferee, as the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleasecase might be, as Additional Rent.

Sublease and Assignment. Neither TenantExcept as otherwise permitted by Section 11.2 and Section 11.3 below, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, not assign or transfer this lease or subleaseLease, or use allow it to be assigned, in whole or occupy in part, by operation of law or permit otherwise or mortgage or pledge the demised premises same, or sublet the Premises or any part thereof or permit the Premises to be used or occupied by othersany person or business entity, or any combination thereof, other than Tenant, without the prior written consent of Landlord in each instanceLandlord, which approval and consent shall not to be unreasonably withheld or delayed as spelled out below in accordance with Section 11.2. Notwithstanding anything to the express terms and conditions of this Article. Any such mortgagecontrary contained herein, encumbranceTenant may, sublease or assignment or permission without such the prior written consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate assign this lease. If Lease or sublet the demised premises or any part thereof be occupied to an Affiliate of Tenant. The term “Affiliate” shall mean (i) any entity which controls or is controlled by any party other than or is under common control with Tenant, without Landlordor (ii) any entity not less than fifty (50%) of whose outstanding stock shall, at the time, be owned by Tenant or Tenant’s consentparent corporation. For purposes hereof, Landlord may at its option“control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation, collect rent from whether through the occupantownership of voting securities or by contract or otherwise and ownership of the liabilities, losses, profits and apply the net amount collected tax benefits for such entity. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the rent herein reserved but no such occupancy or collection contrary, Tenant shall be deemed a waiver remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions of contained in this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations Lease on the part of Tenant under this leaseto be performed. No sublease, assignee or subtenant of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Any assignment may become effective unless made by Tenant shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees and until expenses not to exceed $1500.00 incurred by Landlord in connection with any assignment or sublease proposed by Tenant has given Landlord at least will be paid by Tenant within thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date receipt of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseinvoice from Landlord.

Sublease and Assignment. Neither TenantSubject to the Incorporation Provisions, nor Tenant’s legal representatives Article 15 of the Original Master Lease, as amended by Section 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or successors subletting, except as set forth in this Section 9.16. Sub-Subtenant shall mortgagenot voluntarily or involuntarily, encumberby operation of law or otherwise, assign assign, sublet, mortgage or transfer this lease or sublease, or use or occupy or permit the demised premises otherwise encumber all or any part thereof to be used portion of its interest in this Sub-Sublease or occupied by others, in the Premises without obtaining the prior written consent of Sub-Sublandlord, Sublandlord and Master Landlord in each instancewith respect thereto. So long as Master Landlord’s consent and Sublandlord’s Consent is obtained, which Sub-Sublandlord shall -25- 300 XXXXXX XXXXX XXXXXXXXX. SUB-SUBLEASE – ASSEMBLY BIOSCIENCES not unreasonably withhold, condition, or delay its consent shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or to any proposed assignment or permission without sublease; provided, however, that Sub-Sublandlord, Sublandlord or Master Landlord, as the case may be, may require as a condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Sub-Subtenant’s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s reputation shall be voidablereasonably satisfactory to Sub-Sublandlord and (iii) Sub-Subtenant reaffirms, at in form satisfactory to Sub-Sublandlord, its continuing liability under this Sub-Sublease. Notwithstanding the option foregoing, Sub-Sublandlord confirms that Sub-Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, Original Master Lease) without LandlordSub-Sublandlord’s consent, but with prior or concurrent notice by Sub-Subtenant to Sub-Sublandlord (a “Sub-Subtenant Permitted Transfer”). Any assignment, subletting, mortgage or other encumbrance attempted by Sub-Subtenant to which Sub-Sublandlord, Sublandlord and/or Master Landlord may has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect. Sub-Sublandlord hereby agrees to reimburse Sublandlord at its option, collect rent from the occupant, and apply the net amount collected own expense for any fees due to the rent herein reserved but no such occupancy Sublandlord under the Sublease or collection shall be deemed a waiver the Master Landlord under the Master Lease in connection with the subletting of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice Premises to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseSub-Subtenant.

Sublease and Assignment. Neither Tenant(a) LESSEE SHALL NOT, nor Tenant’s legal representatives or successors shall mortgageWITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR AND SECURED PARTY WHICH MAY BE GRANTED OR WITHHELD IN THEIR SOLE DISCRETION, encumber(i) SUBLEASE, assign ASSIGN, PLEDGE, HYPOTHECATE OR IN ANY OTHER WAY TRANSFER THIS LEASE, THE EQUIPMENT OR ANY PART THEREOF, OR ANY INTEREST THEREIN, OR (ii) PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE USED BY ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES. Any assignment, sublease, pledge, hypothecation or transfer this lease or sublease, or use or occupy or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, for which consent shall not be unreasonably withheld or delayed in accordance with the express terms is required hereby and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission which is made without such consent shall be voidable, at void. The consent of Lessor or Secured Party to any of the option of Landlord and, at foregoing applies only to the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupantspecific instance in which given, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall not be deemed a waiver consent to any subsequent like act by Lessee or any other person. Subject to the foregoing, this Lease inures to the benefit of, and is binding upon, the successors and assigns of the conditions parties hereto. Lessee's interest herein shall not be assigned by operation of law. Notwithstanding the foregoing, Lessee shall be entitled to assign or transfer this Article Lease, the Equipment and its interests in this Lease and the Equipment in connection with a sale of all or the acceptance substantially all of the occupant as Tenant or Subtenant its assets to, or a release consolidation of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No subleaseLessee with, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) a merger of Lessee into, any corporation, so long as Lessee provides Lessor with 45 days prior written notice and such corporation assumes the obligations of Lessee under this Lease and Lessee provides written evidence satisfactory to Lessor that immediately following such proposed bonafide sublease sale, consolidation or assignment, merger such notice to be received by Landlord at least thirty (30) days corporation is in the opinion of Lessor no less credit-worthy than Lessee immediately prior to such sale, consolidation or merger. Lessor and any direct or remote assignee of any right, title and interest of Lessor hereunder shall have the proposed commencement date right at any time or from time to time to assign to any third party all or any part of such proposed sublease or assignment. Said notice shall state its right, title and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation interest in and to this Lease or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseEquipment.

Sublease and Assignment. Neither TenantSubject to the Incorporation Provisions, nor Tenant’s legal representatives Article 15, as amended by Section 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or successors subletting, except as set forth in this Section 9.16. Subtenant shall mortgagenot voluntarily or involuntarily, encumberby operation of law or otherwise, assign assign, sublet, mortgage or transfer this lease or sublease, or use or occupy or permit the demised premises otherwise encumber all or any part thereof to be used portion of its interest in this Sublease or occupied by others, in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord in each instancewith respect thereto. So long as Master Landlord’s consent is obtained, which consent Sublandlord shall not be unreasonably withheld withhold, condition, or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or delay its consent to any proposed assignment or permission without sublease; provided, however, that Sublandlord or Master Landlord, as the case may be, may require as a condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s reputation shall be voidablereasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, at in form satisfactory to Sublandlord, its continuing liability under this Sublease. Notwithstanding the option foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, Original Master Lease) without LandlordSublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any Subtenant Permitted Transfer. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord may has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect. Sublandlord hereby agrees to reimburse Master Landlord at its option, collect rent from own expense for any fees due to Master Landlord under the occupant, and apply Master Lease in connection with the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver subletting of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice Premises to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseSubtenant.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, assign or transfer this lease or not sublease, sublet or use assign the Demised Premises or occupy or permit the demised premises Property or any part portion thereof to be used or occupied except by others, without the prior written permission and consent of Landlord which approval or disapproval shall be in each instanceLandlord’s reasonable discretion, which references elsewhere contained herein to assignees notwithstanding. Any consent by Landlord once shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed constitute a waiver of the conditions requirement for its consent to any future subletting or assignment of this Article Lease. Any such subleasing or assignment, even with the approval of the Landlord, shall not relieve the Tenant from liability for payment of the rental and any other monies due Landlord herein provided for or from the obligation to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to the assignment or subletting of the Demised Premises. In the event Tenant shall desire to sublet the Demised Premises or the acceptance of the occupant as Tenant Property, in whole or Subtenant in part, or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant assign Tenant’s interest under this lease. No subleaseLease, in whole or assignment may become effective unless and until in part, Tenant has given shall give Landlord at least not less than thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignmentnotice. Said Such notice shall state and include the following: the name set forth all pertinent business terms of the proposed transferee; assignment or subletting as well as the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business name and address of the proposed transferee; a present assignee or sublessee, information as to financial statement condition of such assignee or sublessee and proposed use which assignee or sublessee desires to make of the Demised Premises or the Property. Such notice shall bear the signature of the proposed transferee; the stated use lessee or purpose and business assignee attesting to be conducted under the its accuracy. Tenant shall in addition, at Landlord’s request, furnish such other information as Landlord may reasonably request concerning such proposed sublease assignment or assingment the proposed commencement and termination date subletting. Tenant shall reimburse Landlord for Landlord’s reasonable costs of obtaining mortgagee approval of such proposed sublease or assingment: request, and whether Landlord’s reasonable legal fees and costs, and all or portion of the leased premises is proposed other reasonable out-of-pocket costs incurred by Landlord, plus a reasonable administrative fee to be subleased under such proposed subleaseLandlord.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, assign or transfer this lease or sublease, or use or occupy or permit not sublet the demised premises entire Leased Premises or any part thereof of Leased Premises, nor shall Tenant assign this Agreement to anyone else without first obtaining Landlord’s written permission. Prospective sublessees or assignees must submit an application to Landlord and must agree to credit, background, reference, and employment verification as well as the obligation to pay a non-refundable dollars ($ ) application fee. Permission to sublease will be used determined by the sole discretion of Landlord. Alterations and Improvements. Tenant shall make no alterations, decorations, additions, or occupied by others, improvements in or to the Leased Premises without the Landlord’s prior written consent consent, and then only by contractor or mechanics, or other approved by Landlord. All alterations, additions, or improvements upon the Leased Premises, made by either Party, shall become the property of Landlord in each instanceand shall remain upon, which consent shall not and be unreasonably withheld or delayed in accordance surrendered with the express terms and conditions of this Article. Any such mortgagesaid Leased Premises, encumbrance, sublease or assignment or permission without such consent shall be voidableas a part thereof, at the option end of the term hereof. Tenant acknowledges that it will be responsible for and pay any damage done by rain, wind, hail, tornadoes, etc., if this damage is caused by leaving windows open, allowing stoppage and/or overflow or water and/or sewage pipes, broken windows or doors, torn screens, broken door and window locks, etc. or any damage caused while Tenant has occupancy. Entry. Landlord andshall have the complete right to enter upon the Leased Premises at reasonable hours to inspect the same, at the option make necessary repairs, supply services, or show it to prospective tenants, purchasers, workmen, or contractors. Whenever practicable, a two- day notice of Landlord, ’s intent to enter shall terminate this leasebe given to Tenant. Condition of the Leased Premises. Tenant hereby acknowledges that the said Leased Premises is in good condition. If there is anything about the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver condition of the conditions Leased Premises that is not good, Xxxxxx agrees to report it to Landlord within three (3) days of this Article or the acceptance taking possession of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this leaseLeased Premises. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior Xxxxxx agrees that failure to file any written notice of defects will be legally binding proof that the Leased Premises is in good condition at the time of occupancy. Inventory and Inspection Record. An Inventory and Inspection Record has been provided for Tenant’s use. Only after this has been filled out (within the time limit of three (3) days) will Landlord take any action to complete necessary repairs. Landlord warrants that all major systems will be functional and in good repair at the time of possession. Light switches, wall plugs, doors, windows, faucets, drains, locks, toilets, sinks, etc. will wither be in working order or will be repaired once Tenant have completed the Inventory and Inspection Record. Tenant is encouraged to report any necessary repairs, no matter how slight, in writing, but they are advised that Landlord does not normally repair or replace nonfunctional items such proposed bonafide sublease or assignmentas paint, such notice to be received by Landlord carpets, etc., every time the Leased Premises change possession. Those items are scheduled for repair/replacement at least thirty (30) days prior to the proposed commencement date regular intervals regardless of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleasetenant turnover.

Sublease and Assignment. Neither TenantExcept as provided below and as provided in Rider 2 to the Lease, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, not assign or transfer this lease or subleaseLease, or use allow it to be assigned, in whole or occupy in part, by operation of law or permit otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the demised premises transfer of a majority interest of stock, PARTNERSHIP or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be used or occupied by othersany firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. Without limiting Landlord's consent rights and as a condition to obtaining Landlord's consent, (i) each assignee must assume all obligations under this Lease and (ii) each sublessee must confirm that its sublease is subject and subordinate to this Lease. In addition, each assignee and sublessee shall agree to cause the Premises to comply at all times with all requirements of the Disability Acts (as amended), including, but not limited to, obligations arising out of or associated with such assignee's or subtenant's use of or activities or business operations conducted within the Premises to the extent Tenant would be required to so comply under this Lease. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord in each instance, which consent to one or more assignments or sublettings shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed operate as a waiver of Landlord's rights as to any subsequent assignments and/or sublettings. Tenant shall deliver to Landlord a copy of each assignment or sublease entered into by Tenant promptly after the conditions execution thereof, whether or not Landlord's consent is required in connection therewith. Any assignment made by Tenant shall be in RECORDABLE FORM AND SHALL CONTAIN A covenant of this Article assumption by the assignee running to Landlord. All reasonable legal fees and expenses INCURRED BY LANDLORD IN CONNECTION with any assignment or sublease proposed by Tenant will be the acceptance of the occupant as Tenant or Subtenant or a release responsibility of Tenant from the further performance and will be paid by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty within five (305) days prior written notice of such proposed bonafide sublease receipt of an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of $500.00 in consideration for Landlord's review of any requested assignment or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease.

Sublease and Assignment. Neither Tenant, nor Tenant’s 's legal representatives or successors shall mortgage, encumber, assign or transfer this lease or sublease, or use or occupy or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s 's consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant Assignee or Subtenant or a release of Tenant from the further performance by assignee Tenant of the obligations on the part of Tenant under this lease. No sublease, sublease or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment assignment; the proposed commencement and termination date of such proposed sublease or assingmentassignment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease. Tenant may sublease or assign all or a portion of the demised premises only upon the obtaining of Landlord's written consent and subject to the following express conditions: A. That Tenant does not sublease or assign to more than a reasonable number of transferees which number shall be subject to Landlord's approval; B. That each transferee shall be subject to the prior written approval of Landlord which approval shall not be unreasonably withheld, conditioned or delayed, but without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such approval if: (1) The use to be made of the demised premises by the proposed transferee is (a) not generally consistent with the character and nature of all other tenancies in the Building or with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Building or of any of Landlord's other Buildings which are in the same complex as the Building, or (c) any use which is the same as that stated in any percentage lease to another tenant of the Building or any of Landlord's other Buildings which are in the same complex as the Building or (d) a use which would be prohibited by any other portion of this lease (including but not limited to any rules and regulations then in effect): or (2) The character, moral stability, reputation and financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this lease; C. That in no event shall the term of such sublease or assignment be for a longer period than the unexpired term of this lease; D. That each sublease or assignment shall expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, Landlord's then standard processing fee, which as of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed transferee shall execute an agreement on Landlord's then standard form pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this lease for the period covered by the sublease or assignment to the extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to Landlord, together with all sums due, shall be delivered to Landlord within five (5) days after the execution thereof and any such sublease or assignment shall not be binding upon Landlord until the delivery of the foregoing to Landlord and the execution and delivery of Landlord's consent thereto and; H. That Landlord shall have the right upon written demand to require the transferee to pay the rent under the sublease or assignment directly to the Landlord and/or to require Tenant to pay to Landlord a sum equal to (i) fifty per cent (50%) of any rent or other consideration paid to Tenant by any transferee which is in excess of the rent then being paid by Tenant to Landlord (to the extent of, and as apportionable to space sought to be subleased) pursuant to the terms of this lease, after reduction for the reasonable and necessary direct costs actually incurred by Tenant to obtain the sublease or assignment, such as e.g., any brokerage fee and remodeling costs, but with no reduction for any indirect costs, such as e.g., rent and expenses paid by Tenant while the space sought to be subleased or assigned is vacant, and (ii) fifty per cent (50%) of any other profit or gain realized by Tenant from any such subleasing. All sums payable hereunder by Tenant shall be paid to landlord as additional rent immediately upon receipt thereof by Tenant. Any such rent, profit, gain or other consideration, or sum equal to same, as set forth herein, not so paid to Landlord as herein required, shall be and is deemed to be held and retained by Tenant in trust for the sole benefit of Landlord, and, whether actually held or retained by Tenant or not, shall be and is deemed to be held and retained by Tenant in trust for the sole benefit of Landlord, and whether actually held or retained by Tenant or not, shall be chargeable to Tenant and payable to Landlord upon demand. Any failure or refusal by Tenant to pay Landlord same shall constitute a default and material breach of the terms, covenants and conditions of this lease subjecting Tenant to all the rights and remedies of Landlord under this lease and applicable law. The consent by Landlord to a sublease or assignment shall not in any way be construed to relieve Tenant or the transferee from obtaining the express consent in writing of Landlord to any further transfer. Any further transfer shall require the written consent of Tenant and any previous transferee except that Tenant and any transferee hereunder expressly waive their right to consent to any further transfer of the premises on their behalf by Landlord. The consent by Landlord to a sublease or assignment shall not in any way be construed to release Tenant from any liability whether past, present or future under this lease or to release Tenant from any liability under this lease because of Landlord's failure to give notice of default under or in respect to any of the terms, covenants, conditions, provisions or agreements of this lease. Notwithstanding the consent of Landlord to an assignment or sublease, Tenant shall remain liable for payment of all bills rendered by Landlord for the rent and other charges incurred by the transferee for services and materials supplied to the demised premises. If Tenant is a corporation which, under the then current guidelines published by the Commissioner or Corporations of the State of California, is not deemed a public corporation, or if Tenant is an unincorporated association or a partnership, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association or partnership in excess of twenty-five (25%) percent shall be deemed a proposed transfer within the meaning of this Article, including the requirement of obtaining Landlord's prior written consent. LANDLORD HEREBY CONSENTS TO THE ASSIGNMENT, SUBLETTING, OR TRANSFER OF THIS LEASE BY TENANT TO ANY CORPORATION RESULTING FROM A CONSOLIDATION, OR TO THE SURVIVING CORPORATION IN CASE OF A MERGER, TO WHICH CONSOLIDATION OR MERGER TENANT SHALL BE A PARTY, OR TO ANY BANK ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF TENANT, OR TO ANY CORPORATION RESULTING FROM A REORGANIZATION OF TENANT.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors (A) Tenant shall mortgage, encumber, assign or transfer this lease or sublease, or use or occupy or permit not have the demised premises right to sublease the Leased Premises or any part thereof or to be used assign any or occupied by others, all of its rights hereunder without the Landlord's prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this leaseconsent. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected Tenant desires to the rent herein reserved but no such occupancy or collection shall be deemed enter into a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, then Tenant will immediately deliver to Landlord a request for consent to such notice to be received sublease or assignment, accompanied by Landlord at least thirty (30) days prior to the name and address of the proposed commencement date subleasee or assignee, the terms of such the proposed sublease or assignment. Said notice shall state , and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; subleasee or assignee. Without limiting the stated use circumstances under which Landlord may withhold its consent to a proposed sublease or purpose assignment, Landlord shall have the right to withhold its consent if (i) a default or any event or circumstance that, with notice or time to cure, will result in a default shall have occurred and business be continuing, (ii) the proposed subleasee or assignee does not have net worth that is the same as or equal to be conducted under the net worth of Tenant as of the execution date of this Lease, or (iii) the proposed sublease or assingment assignment does not require the proposed commencement subleasee or assignee to use the Leased Premises for the same purposes as are required in this Lease or is otherwise not on the same terms and termination date of conditions as this Lease. If Landlord consents to any such proposed sublease or assingment: assignment, then (i) if the rent and whether other consideration to be paid by the subleasee or assignee for the sublease or assignment is more than the rent payable hereunder, then Tenant shall pay Landlord one-half of all rent or portion other consideration payable by the subleasee or assignee that is in excess of the leased premises is proposed rent payable hereunder promptly upon receiving such excess amounts from the subleasee or assignee, (ii) the subleasee or assignee shall execute an agreement in form and substance satisfactory to Landlord (such agreement may be part of the sublease or assignment) in which such subleasee or assignee agrees that it will be jointly and severally bound to Landlord for the full performance of all of Tenant's obligations under this Lease and that upon notice from Landlord, the subleasee or assignee will pay the rent due under such sublease or assignment directly to Landlord, (iii) Tenant shall deliver to Landlord the a fully executed original of the aforesaid agreement and a fully executed original of the sublease or assignment, if different from the aforesaid agreement, prior to the commencement of the sublease or assignment. For purposes of the indemnity and other provisions of this Lease, a subleasee or assignee will be considered to be subleased under such proposed subleasean "invitee" of Tenant.

Sublease and Assignment. Neither TenantExcept as set forth in Rider 6 attached hereto, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, not assign or transfer this lease or subleaseLease, or use allow it to be assigned, in whole or occupy in part, by operation of law or permit otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the demised premises transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be used or occupied by othersany firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord in each instanceLandlord, which consent to a sublease or assignment (other than a collateral assignment) shall not be unreasonably withheld withheld, conditioned or delayed so long as Landlord does not elect to terminate this Lease as provided in accordance with the express terms and conditions of this ArticleSection 11.201(b) below. Any such mortgage, encumbrance, sublease or In no event shall any assignment or permission without such sublease ever release Tenant from any obligation or liability hereunder. Without limiting Landlord’s consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without rights and as a condition to obtaining Landlord’s consent, (i) each assignee must assume all obligations under this Lease and (ii) each sublessee must confirm that its sublease is subject and subordinate to this Lease. In addition, each assignee and sublessee shall agree to cause the Premises to comply at all times with all requirements of the Disability Acts (as amended), including, but not limited to, obligations arising out of or associated with such assignee’s or subtenant’s use of or activities or business operations conducted within the Premises. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy one or collection more assignments or sublettings shall be deemed not operate as a waiver of Landlord’s rights as to any subsequent assignments and/or sublettings. Tenant shall deliver to Landlord a copy of each assignment or sublease entered into by Tenant promptly after the conditions execution thereof, whether or not Landlord’s consent is required in connection therewith. Any assignment made by Tenant shall be in recordable form and shall contain a covenant of this Article assumption by the assignee running to Landlord. All reasonable legal fees and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the acceptance of the occupant as Tenant or Subtenant or a release responsibility of Tenant from the further performance and will be paid by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty within five (305) days prior written notice of such proposed bonafide sublease receipt of an invoice from Landlord. In addition, Tenant will pay to Landlord an administrative overhead fee of $500.00 in consideration for Landlord’s review of any requested assignment or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, not assign or transfer this lease or subleaseLease, or use allow it to be assigned, in whole or occupy in part, by operation of law or permit otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the demised premises transfer of a majority interest of stock, partnership or other forms of ownership interests of Tenant (a “Change of Control”) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be used or occupied by othersany firm, person, partnership or corporation or any combination thereof, other than Tenant without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Articlewithheld. Any such mortgage, encumbrance, sublease or In no event shall any assignment or permission without such consent sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall be voidable, at the option of Landlord and, at the option not operate as a waiver of Landlord’s rights as to any subsequent assignments and/or sublettings All reasonable legal fees and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within twenty (20) days of receipt of an invoice from Landlord. In addition, shall terminate this leaseTenant will pay to Landlord an administrative overhead fee of $500 plus reasonable attorneys cost not to exceed $1,500.00, in consideration for Landlord’s review of any requested assignment or sublease. If Notwithstanding the demised premises or any part thereof be occupied by any party other than Tenantforegoing, Tenant may, without Landlord’s consentprior written consent and without constituting an assignment or sublease hereunder, Landlord may at its option(i) engage in a Change of Control or (ii) sublet the Premises or assign this Lease to (a) an entity controlling, collect rent from the occupantcontrolled by or under common control with Tenant, and apply the net amount collected (b) an entity related to the rent herein reserved but no such occupancy Tenant by merger, consolidation or collection shall be deemed reorganization, or (c) a waiver purchaser of a substantial portion of Tenant’s assets; provided, however, that, as a result of any of the conditions foregoing transactions (including a Change of Control), the Tenant under this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant Lease (including any assignee resulting from the further performance by assignee of the any such transaction) must then have sufficient credit to perform all remaining obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseLease.

Sublease and Assignment. Neither TenantSubtenant shall not, nor Tenant’s legal representatives by operation of law or successors shall otherwise, assign, sell, mortgage, encumberpledge, assign hypothecate, encumber or transfer in any manner Transfer (as defined in Section 10 of the Master Lease) this lease Sublease or subleaseany interest therein, or use or occupy or permit sublet the demised premises Subleased Premises or any part thereof to be used or occupied parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by othersany person, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance both Sublandlord and Overlandlord. In connection with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or any proposed assignment or permission without such consent shall be voidablesubletting of the Subleased Premises, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied portion thereof, by any party other than TenantSubtenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement effective date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; assignment and subletting, Subtenant shall provide Overlandlord and Sublandlord with written notice of Subtenant’s intent to assign or sublet, which notice shall be accompanied by all information required by, and otherwise comply with, the status requirements set forth in Section 10 of the Master Lease. Sublandlord shall have the right to withhold its consent to Transfer for any reason or no reason. For the avoidance of doubt, Subtenant acknowledges that Overlandlord’s consent shall be deemed to be reasonably withheld for any reason, including, without limitation those set forth in Section 10 of the Master Lease and that Overlandlord has a recapture right as described in the Master Lease. Whether or not Overlandlord or Sublandlord consents to a proposed transferee either asassignment or sublease, Subtenant shall be responsible for paying Overlandlord’s processing and investigation costs and attorneys’ fees incurred in connection with the proposed consent. Neither the consent of Sublandlord or Overlandlord to an individualassignment, partnershipsubletting, corporation concession, or license, nor the references in this Sublease to assignees, subtenants, concessionaires or licensees, shall in any way be construed to relieve Subtenant of the requirement of obtaining the consent of Sublandlord and Overlandlord to any further assignment or subletting or to the making of any assignment, subletting, concession or license for all or any part of the Subleased Premises. Any assignee or subtenant approved by Overlandlord and Sublandlord shall execute an agreement reasonably acceptable to Overlandlord and Sublandlord pursuant to which such assignee or subtenant agrees to be bound by the terms of this Sublease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Subtenant named herein and any other person(s) who at any time was or were Subtenant shall remain fully liable on this Sublease, and if this Sublease shall be amended or modified, the original Subtenant named herein and any other person(s) who at any time was or were Subtenant shall remain fully liable on this Sublease as so amended or modified. Any violation of any provision of this Sublease by any assignee, subtenant or other occupant shall be deemed a violation by the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or were Subtenant, it being the intention and meaning that the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or were Subtenant shall all be liable to Sublandlord for any and all acts and omissions of any and all assignees, subtenants and other occupants of the Subleased Premises. If this Sublease shall be assigned or if the Subleased Premises or any part thereof shall be sublet or occupied by any person or persons other than the original Subtenant named herein, Sublandlord may collect rent from any such assignee and/or any subtenants or occupants, and apply the net amounts collected to the Monthly Fixed Rent and Additional Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Section, or the like; the present business address acceptance of the proposed transferee; assignee, subtenant or occupant as Subtenant, or a present financial statement release of any person from the further performance by such person of the proposed transferee; the stated use obligations of Subtenant under this Sublease. Any Transfer made, or purpose and business purported to be conducted under the proposed sublease have been made, in violation of this Section 15 or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion Section 20 of the leased premises is proposed to Master Lease, shall be subleased under such proposed subleasenull and void and of no force or effect.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, assign or transfer this lease or sublease, or use or occupy or permit not sublet the demised premises entire Lawn or any part thereof of Lawn, nor shall Tenant assign this Agreement to anyone else without first obtaining Xxxxxxxx’s written permission. Prospective sublessees or assignees must submit an application to Landlord and must agree to credit, background, reference, and employment verification as well as the obligation to pay a non-refundable dollars ($ ) application fee. Permission to sublease will be used determined by the sole discretion of Landlord. Alterations and Improvements. Tenant shall make no alterations, decorations, additions, or occupied by others, improvements in or to the Lawn without the Landlord’s prior written consent consent, and then only by contractor or mechanics, or other approved by Landlord. All alterations, additions, or improvements upon the Lawn, made by either Party, shall become the property of Landlord in each instanceand shall remain upon, which consent shall not and be unreasonably withheld or delayed in accordance surrendered with the express terms and conditions of this Article. Any such mortgagesaid Xxxx, encumbrance, sublease or assignment or permission without such consent shall be voidableas a part thereof, at the option end of the term hereof. Tenant acknowledges that it will be responsible for and pay any damage done by rain, wind, hail, tornadoes, etc., if this damage is caused by allowing stoppage and/or overflow or water and/or sewage pipes, etc. or any damage caused while Tenant has occupancy. Entry. Landlord andshall have the complete right to enter upon the Lawn at reasonable hours to inspect the same, at the option make necessary repairs, supply services, or show it to prospective tenants, purchasers, workmen, or contractors. Whenever practicable, a two- day notice of Landlord, ’s intent to enter shall terminate this leasebe given to Tenant. Condition of the Lawn. Tenant hereby acknowledges that the said Xxxx is in good condition. If there is anything about the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver condition of the conditions Lawn that is not good, Xxxxxx agrees to report it to Landlord within three (3) days of this Article or the acceptance taking possession of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this leaseLawn. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior Xxxxxx agrees that failure to file any written notice of such proposed bonafide sublease defects will be legally binding proof that the Lawn is in good condition at the time of occupancy. Tenant responsibility. Good housekeeping is expected of everyone. Xxxxxx agrees to keep the Lawn clean and in a sanitary condition. Xxxxxx agrees not to permit any deterioration or assignmentdestruction to occur while they are occupying the Lawn. Parking. Tenant and guests may park only in designated areas and not on the grass. Tenant shall keep driveways free of oil and grease. Lights, such notice Filters, Fuses, Etc. Tenant shall replace burned-out electrical light bulbs and blown fuses. Tenant shall use light bulbs with a higher wattage than is allowed in any light fixture is a fire hazard and is strictly prohibited. Xxxxxx agrees to be received by Landlord leave working light bulbs in all light fixtures at least thirty (30) days prior to the proposed commencement date end of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleasetenancy.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives Sublessee shall not have the right to sublease or successors shall mortgage, encumber, assign this Sublease or transfer this lease or subleaseany part thereof, or use or occupy suffer or permit the demised premises Sublet Premises or any part thereof to be used or occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instanceSublessor and Landlord. Any attempt by Sublessee to sublease or assign its interests under the Sublease without such prior written consent shall be void, which of no effect, and constitute an Event of Default hereunder. The consent of Sublessor shall not be unreasonably withheld withheld, conditioned or delayed and Sublessor shall cooperate with Sublessee in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without pursuing Landlord’s consent. If Sublessee should desire to assign this Sublease or sublease the Sublet Premises or any portion thereof, Sublessee shall give Sublessor written notice of such desire to make such assignment or effect such sublease. At the time of giving such notice, Sublessee shall provide Sublessor with a copy of the proposed assignment or sublease document, and such information as Sublessor and Landlord may at its optionreasonably request concerning the proposed assignee or sublessee to assist Sublessor and Landlord in making an informed judgment regarding the financial condition, collect rent from the occupantreputation, operation, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver general desirability of the conditions proposed assignee or sublessee. Sublessor shall then have a period of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice following receipt of such proposed bonafide notice and such information within which to notify Sublessee in writing of whether Sublessor approves or disapproves of such request to sublease or assign its interest in the Sublease. Sublessor and Sublessee agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Sublessee herein shall be subject to all of the terms, conditions, and provisions of this Sublease and the Lease. Sublessor may collect Rent directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Sublessee from further performance by Sublessee of covenants undertaken to be performed by Sublessee herein. Further, Sublessee shall remain liable and responsible for all Rent and other obligations herein imposed upon Sublessee. Sublessee shall pay all of Sublessor’s reasonable costs in connection with any such assignment or subletting, including, without limitation, reasonable attorneys fees, but in no event will such costs exceed $1,000.00 per assignment or sublet. Consent by Sublessor to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. If any Rent payable to Sublessee by any sublessee, assignee, licensee, or other transferee exceeds the Rent reserved herein, then Sublessee shall be bound and obligated to pay Sublessor one hundred percent (100%) of all such notice to be received by Landlord at least thirty excess Rent within ten (3010) days prior to following receipt thereof by Sublessee from such sublessee, assignee, licensee, or other transferee, as the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either ascase might be, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseas Additional Rent.

Sublease and Assignment. Neither TenantSubject to the Incorporation Provisions, nor Tenant’s legal representatives Article 15, as amended by Section l(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or successors subletting, except as set forth in this Section 9.16. Subtenant shall mortgagenot voluntarily or involuntarily, encumberby operation of law or otherwise, assign assign, sublet, mortgage or transfer this lease or sublease, or use or occupy or permit the demised premises otherwise encumber all or any part thereof to be used portion of its interest in this Sublease or occupied by others, in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord in each instancewith respect thereto. So long as Master Landlord’s consent is obtained, which consent Sublandlord shall not be unreasonably withheld withhold, condition, or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or delay its consent to any proposed assignment or permission without sublease; provided, however, that Sublandlord or Master Landlord, as the case may be, may require as a condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s reputation shall be voidablereasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, at in form satisfactory to Sublandlord, its continuing liability under this Sublease. Notwithstanding the option foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, Original Master Lease) without LandlordSublandlord’s consent, but with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any Subtenant Permitted Transfer. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord may has not consented in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect. Sublandlord hereby agrees to reimburse Master Landlord at its option, collect rent from own expense for any fees due to Master Landlord under the occupant, and apply Master Lease in connection with the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver subletting of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice Premises to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseSubtenant.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, not assign or transfer this lease or subleaseLease, or use allow it to be assigned, in whole or occupy in part, by operation of law or permit otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation the demised premises transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Premises to be used or occupied by othersany firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord in each instance, Landlord. which consent shall not be unreasonably withheld or delayed delayed. Tenant agrees that Landlord's failure to consent shall not be deemed reasonable if, in accordance with Landlord's opinion, among other things: (i) Tenant is in default under this Lease; (ii) the express terms and conditions of this Article. Any such mortgage, encumbrance, proposed sublease or assignment would tend to result in the violation of any applicable law, ordinance or permission without such consent shall be voidable, at regulation; (iii) the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver nature of the conditions business of this Article any assignee, sublessee or transferee (a) is inconsistent with any other tenant leases now or hereafter entered into by Landlord containing provisions against Landlord leasing space in the acceptance Building for certain uses, or (b) may have an adverse impact upon the manner in which the Building is operated or with the reputation of the occupant as Tenant or Subtenant or a release of Tenant from Building; (iv) the further performance by assignee character of the obligations on assignee, sublessee or transferee may have any adverse impact upon the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name reputation of the proposed transfereeBuilding; (v) the status of the proposed sublessee, assignee or transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business is not sufficiently financially responsible to be conducted perform its obligations under the proposed sublease or assingment assignment; (vi) the proposed commencement and termination date of such proposed sublease assignee, sublessee or assingment: and whether all transferee (a) is a tenant or portion occupant in the Building, (b) is a governmental entity; or (c) is any entity with whom Landlord is currently negotiating for space in the Building, even though in any of the leased premises is foregoing circumstances (1) through (vi) the potential assignee, sublessee or transferee may have a good credit rating. In no event shall any assignment or sublease ever release Tenant from any obligation or liability hereunder. No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and/or sublettings. All reasonable legal fees and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant will be the responsibility of Tenant and will be paid by Tenant within twenty (20) days of receipt of an invoice from Landlord. In addition, Tenant will pay to be subleased under such proposed Landlord an administrative overhead fee of not more than $500.00 in consideration for Landlord's review of any requested assignment or sublease.

Sublease and Assignment. Neither Tenant, nor Tenant’s 's legal representatives or successors shall mortgage, encumber, assign or transfer this lease or sublease, or use or occupy or permit the demised premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s 's consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant Assignee or Subtenant or a release of Tenant from the further performance by assignee Tenant of the obligations on the part of Tenant under this lease. No sublease, sublease or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment assignment; the proposed commencement and termination date of such proposed sublease or assingmentassignment: and whether all or portion of the leased premises is proposed to be subleased under such proposed sublease.. Tenant may sublease or assign all or a portion of the demised premises only upon the obtaining of Landlord's written consent and subject to the following express conditions: A. That Tenant does not sublease or assign to more than a reasonable number of transferees which number shall be subject to Landlord's approval; B. That each transferee shall be subject to the prior written approval of Landlord which approval shall not be unreasonably withheld, conditioned or delayed, but without limiting the generality of the foregoing, it shall be reasonable for Landlord to deny such approval if: (1) The use to be made of the demised premises by the proposed transferee is (a) not generally consistent with the character and nature of all other tenancies in the Building or with Landlord's leasing policy, or (b) a use which conflicts with any so called "exclusive" then in favor of another tenant of the Building or of any of Landlord's other Buildings which are in the same complex as the Building, or (c) any use which is the same as that stated in any percentage lease to another tenant of the Building or any of Landlord's other Buildings which are in the same complex as the Building or (d) a use which would be prohibited by any other portion of this lease (including but not limited to any rules and regulations then in effect): or (2) The character, moral stability, reputation and financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the date of execution of this lease; C. That in no event shall the term of such sublease or assignment be for a longer period than the unexpired term of this lease; D. That each sublease or assignment shall expressly provide that it is subject and subordinate to this lease; E. That Tenant shall pay to Landlord, Landlord's then standard processing fee, which as of the date of execution of this Lease is currently the sum of $1,000,000; F. That the proposed transferee shall execute an agreement on Landlord's then standard form pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this lease for the period covered by the sublease or assignment to the extent of the space subleased; G. That an executed duplicate original of each sublease or assignment and assumption agreement in a form acceptable to Landlord, together with all sums due, shall be delivered to Landlord within five

Sublease and Assignment. Neither Tenant shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, a change in the controlling interest of Tenant, nor Tenant’s legal representatives except as otherwise expressly permitted in this Section 11.1) or successors shall mortgage, encumber, assign mortgage or transfer this lease or subleasepledge the same, or use or occupy or permit sublet the demised premises Premises or any part thereof or permit the Premises to be used or occupied by othersany firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord in each instanceLandlord. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, which consent including, but not limited to the last sentence of this Section 11.1, Tenant shall not be unreasonably withheld or delayed in accordance with remain fully liable for the express terms performance of all the covenants, agreements, terms, provisions and conditions of contained in this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations Lease on the part of Tenant under this leaseto be performed, including without limitation, Tenant’s obligation to pay Basic Rent and Additional Rent during the entire Term. Tenant shall deliver to Landlord a copy of each assignment or sublease entered into by Tenant promptly after the execution thereof, whether or not Landlord’s consent is required in connection therewith. No subleaseassignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and/or sublettings. Any assignment made by Tenant shall be in recordable form and shall contain a covenant of assumption by the assignee running to Landlord. All reasonable legal fees, not to exceed $1,500.00, and expenses incurred by Landlord in connection with any assignment or assignment may become effective unless sublease proposed by Tenant will be the responsibility of Tenant and until will be paid by Tenant has given Landlord at least within thirty (30) days prior written notice of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior receipt of an invoice from Landlord. Notwithstanding any provision of this Lease to the proposed commencement date contrary, Tenant may assign or sublease the Premises without Landlord’s consent to an entity controlling, controlled by, or under common control with, Tenant, to the surviving corporation in a merger or other corporate reorganization in which Tenant is involved, or to a purchaser of such proposed sublease all or assignment. Said notice shall state and include the following: the name substantially all of the proposed transferee; the status assets of the proposed transferee either asTenant (collectively, “Tenant Affiliate”). A public offering, issuance or distribution of Tenant’s stock (including distributions pursuant to an individualemployee benefit program), partnershipin any amount, corporation or the like; the present business address shall not constitute an assignment for purposes of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleasethis Lease.

Sublease and Assignment. Neither Tenant, nor Tenant’s legal representatives or successors Tenant shall mortgage, encumber, not assign or transfer this lease or subleaseLease, or use allow it to be assigned, in whole or occupy in part, by operation of Law or permit otherwise (it being agreed that for purposes of this Lease, assignment shall include, without limitation, the demised premises transfer of a majority interest of stock, partnership or other forms of ownership interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any part thereof or permit the Renaissance Tower/ Priority Fulfillment Services, Inc. Premises to be used or occupied by othersany firm, person, partnership or corporation or any combination thereof, other than Tenant, without the prior written consent of Landlord in each instance, (which consent shall not be unreasonably withheld withheld, conditioned or delayed in accordance with Section 11.2 below). Notwithstanding the express terms foregoing, if any permitted assignee of Tenant is a public corporation, the transfer of a majority interest of the stock of such assignee shall not be deemed to be an assignment of this Lease and shall not require Landlord’s consent or any notification to Landlord. Notwithstanding any subletting or assignment by Tenant hereunder or any provision herein to the contrary, Tenant shall remain fully liable for the performance of all the covenants, agreements, terms, provisions and conditions of contained in this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations Lease on the part of Tenant under this leaseto be performed, including without limitation, Tenant’s obligation to pay Basic Rent and Additional Rent during the entire Term. No subleaseTenant shall deliver to Landlord a copy of each assignment or sublease entered into by Tenant promptly after the execution thereof, whether or not Landlord’s consent is required in connection therewith. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and/or sublettings. Any assignment may become effective unless made by Tenant shall be in recordable form and until shall contain a covenant of assumption of obligations accruing thereafter by the assignee running to Landlord. All actual, reasonable, out-of-pocket legal fees and expenses incurred by Landlord in connection with any assignment or sublease proposed by Tenant has given Landlord at least will be the responsibility of Tenant and will be paid by Tenant within thirty (30) days prior written notice of receipt of an invoice from Landlord; provided, however, that in no event shall Tenant be required to pay any such legal fees in connection with a single assignment or sublease transaction which are in excess of $1,500. In addition, in consideration for Landlord’s review of any requested assignment or sublease, Tenant will pay to Landlord an administrative overhead fee of $1,000.00 at the time of such proposed bonafide sublease or assignment, such notice to be received by Landlord at least thirty (30) days prior to the proposed commencement date of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaserequest.

Sublease and Assignment. Neither TenantSubject to the Incorporation Provisions, nor Tenant’s legal representatives Article 15, as amended by Section 1(i) of the Master Amendment, is hereby incorporated by reference and shall govern any such assignment or successors subletting, except as set forth in this Section 9.16. Subtenant shall mortgagenot voluntarily or involuntarily, encumberby operation of law or otherwise, assign assign, sublet, mortgage or transfer this lease or sublease, or use or occupy or permit the demised premises otherwise encumber all or any part thereof to be used portion of its interest in this Sublease or occupied by others, in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord in each instancewith respect thereto. So long as Master Landlord’s consent is obtained, which consent Sublandlord shall not be unreasonably withheld withhold, condition, or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or delay its consent to any proposed assignment or permission without sublease; provided, however, that Sublandlord or Master Landlord, as the case may be, may require as a condition of granting any such consent that (i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s reputation shall be voidablereasonably satisfactory to Sublandlord and (iii) Subtenant reaffirms, at in form satisfactory to Sublandlord, its continuing liability under the option Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, Original Master Lease) without LandlordSublandlord’s consent, Landlord may at its optionbut with prior or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged, collect rent from the occupanthowever, that, unless and apply the net amount collected to the rent herein reserved but no such occupancy extent agreed otherwise in the Consent (defined below) or collection other separate agreement between Subtenant and Master Landlord, Subtenant shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or required to obtain Master Landlord’s consent to any Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this leasePermitted Transfer. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty (30) days prior written notice of such proposed bonafide sublease or Any assignment, such notice subletting, mortgage or other encumbrance attempted by Subtenant to be received by which Sublandlord and/or Master Landlord at least thirty (30) days prior has not consented in writing pursuant to the proposed commencement date provisions hereof (unless such consent is not required) shall be null and void and of such proposed sublease or assignment. Said notice shall state and include the following: the name of the proposed transferee; the status of the proposed transferee either as, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted under the proposed sublease or assingment the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed to be subleased under such proposed subleaseno effect.

Sublease and Assignment. Neither TenantFrom and after January 1, nor Tenant’s legal representatives or successors 2010, the first two (2) paragraphs of Section 11 of the Lease shall mortgage, encumber, be deleted in their entirety and replaced with the following: “Lessee may not assign or otherwise transfer this lease or subleaseLease, or sublet (including permitting occupancy or use or occupy or permit by another party) the demised premises Demised Premises, or any part thereof to be used or occupied by othersthereof, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed in accordance with the express terms and conditions of this Article. Any such mortgage, encumbrance, sublease or assignment or permission without such consent shall be voidable, at the option of Landlord and, at the option of Landlord, shall terminate this lease. If the demised premises or any part thereof be occupied by any party other than Tenant, without Landlord’s consent, Landlord may at its option, collect rent from the occupant, and apply the net amount collected to the rent herein reserved but no such occupancy or collection shall be deemed a waiver of the conditions of this Article or the acceptance of the occupant as Tenant or Subtenant or a release of Tenant from the further performance by assignee of the obligations on the part of Tenant under this lease. No sublease, or assignment may become effective unless and until Tenant has given Landlord at least thirty giving Lessor ten (3010) days business days’ prior written notice of such Lessee’s intention to assign this Lease or sublet all or any part of the Demised Premises. In the event Lessee seeks permission to sublease all or a part of the Demised Premises, the notice shall identify the proposed bonafide sublease term, including the proposed effective date thereof. In the event Lessee seeks permission to sublease a part of the Demised Premises, the notice shall also identify the area of the Demised Premises Lessee seeks to sublease. Within ten (10) business days after receipt of said notice of intent to assign or assignmentsublease, such notice Lessor shall have the option: (1) if the proposed transaction is an assignment of this Lease that requires Lessor’s consent hereunder (Lessor acknowledging that an assignment to be received by Landlord at least thirty (30) days prior a subsidiary, affiliate or successor does not require Lessor’s consent), to terminate this Lease with respect to the entire Demised Premises, or (2) if the proposed commencement transaction is a sublease that requires Lessor’s consent hereunder (Lessor acknowledging that a sublease to a subsidiary, affiliate or successor does not require Lessor’s consent) (a) of more than sixty percent (60%) of the rentable square footage of the Demised Premises measured as of the date hereof (inclusive of such any then subleased space at the Demised Premises and any proposed sublease space), or assignment. Said notice shall state and include the following: the name (b) for a term exceeding ninety-five percent (95%) of the proposed transferee; the status of the proposed transferee either asthen remaining Lease Term (without regard to any then unexercised extension options under this Lease, an individual, partnership, corporation or the like; the present business address of the proposed transferee; a present financial statement of the proposed transferee; the stated use or purpose and business to be conducted but considering all extension options granted under the proposed sublease or assingment sublease), to terminate this Lease with respect to the proposed commencement and termination date of such proposed sublease or assingment: and whether all or portion of the leased premises is proposed Demised Premises that Lessee proposes to sublease (the “Partial Space”). Such right to terminate may be subleased under exercised by notice from Lessor to Lessee within ten (10) business days after delivery of Lessee’s notice. If Lessor elects to terminate all or a portion of this Lease, (a) this Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such proposed subleaseassignment or sublease was to commence, (b) all rent shall be apportioned, paid or refunded as of such date, except that Lessee shall be responsible for any amounts billed thereafter pursuant to an annual true-up statement from Lessor, (c) Lessee, upon Lessor’s request, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (d) Lessor shall be free to lease the Demised Premises (or any applicable part thereof terminated) to Lessee’s prospective assignee or subtenant.